Martin Dow Limited (Hereinafter referred to as "MDL" or "the Company") is a public unlisted Company. It is also acting as a group holding Company. The registered office and the manufacturing plant site of the Company is located at Plot No. 37, Sector 19, KorangiIndustrial Area, Karachi - 74900, Pakistan.

Akhai family entered the pharmaceutical business in 1960. After that MDL was incorporated in Pakistan on February 6, 1995, as an unlisted public limited Company under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). In 2010, MDL acquired the Roche facility in Pakistan along with the acquisition and brand licensing of the global product lines from Hoffman-La Roche, Switzerland.

MDL commenced its business on November 7, 1995. The first manufacturing facility opened for business in 2000 to manufacture and market its pharmaceutical products. It holds a portfolio of 90+ brands under its name as agroup and also markets drugs for sixteen therapeutic areas like diabetes, cardiology, multivitamins, analgesics,antibiotics, Psychostimulants, and Beta Blocking agents for pain, Tranquilizers etc. Its subsidiary Martin Dow Marker Limited is also the sole manufacturer of 'pharma grade soft gel' products such as Evion and Sangobion in the country.

The Group remains under the effective control of Mr. Ali Akhai, who directly holds ~94% of Martin Dow Limited's shareholding as at December 2025. The ownership structure remains concentrated, providing clear strategic direction and decision making authority.

The ownership structure remained unchanged during the review period, with no material shareholder disputes or ownership transitions identified. Sponsor commitment continues to support long term business development and expansion initiatives. Martin Dow Group is positioned in the top 05 largest pharmaceutical groups operating in Pakistan (As per IQVIA). Martin Dow has strategic alliances to manufacture licensed products from international reputes like: Merck, Sanofi, Roche, P&G, and Boehringer Ingelheim, providing international expertise and exposure to operate effciently as a leading pharmaceutical group.

The sponsors possess extensive pharmaceutical sector experience and have demonstrated a successful acquisition and integration track record. Previous acquisitions have strengthened the Group's product portfolio, manufacturing footprint, and competitive positioning within the domestic pharmaceutical industry.

At the consolidated level, the Group's equity base increased, supported by internal capital generation and profitability. The capitalization profile provides financial resources to support operational requirements and planned business initiatives, while contributing to sponsor support. The increase in earnings and equity reflects changes in MDG's financial position and capital structure during the period. MDG maintains strategic alliances and distribution partnerships with multinational pharmaceutical companies, including Roche, Merck, Sanofi, and Procter & Gamble (P&G). These collaborations support the manufacturing and commercialization of licensed products, provide access to technical expertise, and contribute to portfolio diversification across multiple therapeutic segments. As a result, MDG operates across a range of business segments and maintains a presence in both domestic and international markets, which may support its business development objectives over time.

MDL has a four-member Board comprising Mr. Ali Akhai (Chairman), Mr. Javed Ghulam Muhammad (Group Managing Director & CEO), Mr. Abdul Samad (Group CFO), and Mr. Syed Dawood (Independent Director). The Board includes representation from the sponsor family, executive management, and an independent director. Mr. Dawood has been associated with MDL since 2018 and contributes international experience to the Board. Collectively, the Board members bring experience in business management, corporate leadership, finance, and legal matters, supporting the Board's oversight and decision-making responsibilities.

Mr. Ali Akhai, the Chairman, holds dual Master’s degrees from the UK and France and has been involved in the management and development of MDL, including its acquisition of Merck (Pvt.) Ltd. He joined the family business following the passing of his father, the late Mr. Jawed Akhai, founder of Martin Dow. Mr. Javed Ghulam Muhammad, the Group CEO, is a Fellow Cost & Management Accountant with more than 25 years of experience in senior roles across local and multinational organizations. Mr. Abdul Samad Haroon serves as Group CFO of Martin Dow Group and has previously worked with GSK and PwC. Mr. Syed Dawood, the Independent Director, is a lawyer with experience advising governments and multinational organizations and is a recipient of the French National Order of the Legion of Honor.

The Board operates in accordance with applicable statutory requirements and is responsible for overseeing the Company's governance framework. Board meetings are held as required, with participation from both the Chairman and the CEO in Board deliberations. The Board comprises representatives of the sponsor family, executive management, and an independent director, providing a range of perspectives in the oversight and decision-making process. While a formal Board committee structure has not yet been established, the Board collectively oversees key matters and governance-related responsibilities, and strategic decisions are considered at the Board level.

M/s A.F. Ferguson & Co., Chartered Accountants, a member firm of PwC International, serves as the Company's external auditor. The firm issued an unqualified audit opinion on the Company's financial statements for the year ended December 2025.

MDL has an organizational structure comprising functional and administrative departments led by professionals with industry experience. Department heads report to the CEO, who in turn reports to the Chairman, establishing defined reporting lines and responsibilities. The structure supports the management of the Company's operations through delegated authority, functional specialization, and coordination across departments, while providing oversight of key business activities.

The management team is led by Mr. Javed Ghulam Muhammad, the Group Managing Director and CEO, whose career spans more than 25 years across multinational and local companies. He is supported by a team of professionals across key functions. This includes Mr. Rizwan Omar, COO (Technical), with nearly three decades of operational experience; Mr. Navaid Amir, Group Director Supply Chain, with 39 years of experience in supply chain management; Mr. Abdul Samad, Group CFO and a Fellow Chartered Accountant, with 27 years of experience in finance; and Mr. Asim Mustafa, Chief Commercial Officer, with more than 26 years of experience in sales and marketing. The management team also includes directors responsible for HR, Quality, Legal, Operations, Engineering, CSR, and IT. Collectively, the team brings experience across technical, operational, commercial, financial, and administrative functions.

Although formal management committees are absent, operations are managed efficiently through clear reporting lines and experienced leadership. The depth of management experience ensures effective oversight of business functions, continuity in operations, and adherence to governance practices.

MDL has implemented SAP S/4HANA as its enterprise management system, comprising multiple integrated modules to support operations across finance, sales & marketing, production, procurement, supply chain, quality management, and human capital management. The system ensures compliance with global best practices and provides a real-time, end-to-end integrated solution for effective monitoring and control. Reporting is carried out on a monthly basis and reviewed by senior management, enabling structured oversight, operational efficiency, and informed decision-making

MDL has a control framework with controls implemented across its departments. The Group’s internal audit function has been outsourced to EY. In addition, KPMG has been engaged for indirect tax consultancy services, while PwC serves as the Company’s external auditor and provides direct tax consultancy services. These arrangements support the Company's audit, tax, and compliance activities through the involvement of external professional service providers.

Pakistan's pharmaceutical industry continued to grow in CY25 after expanding by 21.8% YoY to PKR 963 billion in CY24, largely supported by price adjustments following deregulation of non-essential medicines. Growth remained predominantly price-led, as volume expansion was modest. As of Apr'26, the market size is estimated at approximately PKR 1.2 trillion, reflecting around 15% YoY growth, with improving contribution from volumes and new product launches. Despite favorable growth trends, the sector remains exposed to foreign exchange volatility and supply chain risks due to its dependence on imported APIs and raw materials, while profitability remains sensitive to input cost fluctuations and regulatory pricing constraints.

MDL as a group is the market leader in many therapeutic areas. It holds a market share of ~4% and is ranked 5th on YTD basis under the IQVIA ranking report. MD Group also represents major global pharmaceuticals players in Pakistan mainly Roche & Merck. Martin Dow Marker, the subsidiary of MDL is the only Company to have a pharma-grade Soft gel capsule manufacturing facility in the country

During CY25, the Company reported consolidated sales of PKR 50.5bn, compared to PKR 43.8bn in CY24, representing year-on-year growth of ~15.3%. The increase in sales reflects changes in the Company's product portfolio, distribution activities, and demand across its therapeutic segments. Over the last three years, the Company has reported a generally increasing sales trend. MDL's revenues are primarily generated from its pharmaceutical business, supported by a portfolio of established products and brands. The Company's major products include Synflex, Lexotanil, Toradol, Librax, and Rocephin, which contribute to revenue generation across various therapeutic categories.

Gross margins increased in CY25, due to changes in cost management, operational efficiencies and product mix. The Group's pharmaceutical, diagnostics, and life sciences businesses contributed to earnings during the year.

Martin Dow Limited's product portfolio has been supported by its associations with established international pharmaceutical companies. The Company continues to pursue portfolio expansion through the introduction of new products, with a number of brands currently in the pipeline. These initiatives are expected to contribute to the Company's future business scale and product diversification.

The net cash conversion cycle (CCC) increased to ~66 days in CY25 from ~57 days in CY24, reflecting a longer working capital cycle. The increase was attributable to higher inventory holdings and an increase in receivable days during the year. Inventory levels increased in line with sales volumes, operational requirements, and product-related initiatives, while trade receivables also increased compared to the previous year.

Free Cash Flow from Operations (FCFO) increased to PKR 7.47bn in CY25 from PKR 6.51bn in CY24. The increase was associated with higher revenues, operating performance, and cash generation from business activities during the year. FCFO remained sufficient to support working capital requirements and ongoing business investments. Finance costs declined during the review period, contributing to changes in cash flow coverage and debt servicing metrics. Overall, the Group reported higher profitability, operating cash flows, and debt coverage metrics compared to the previous year.

Total borrowings were recorded at PKR 12.1bn in CY25 (CY24: PKR 14.7bn), with the short-term borrowings accounting for ~44% of total borrowings. The leverage ratio stood at ~41% in CY25 (CY24: ~52%).