Engro Corporation Limited ('Engro Corp' or " the Company") traces its origins to 1965, 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, during CY24, the parent company, Dawood Hercules Corporation Limited, was renamed Engro Holdings Limited. Subsequently, in January 2025, a corporate restructuring was completed, pursuant to which Engro Corporation Limited became a wholly owned subsidiary of Engro Holdings Limited. Following this transaction, Engro Corporation Limited was delisted from the Pakistan Stock Exchange.

Engro 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 type 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 9 subsidiaries (out of which 2 are listed, 7 are unlisted, and 1 is an associate). 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 which is focused on telecommunication infrastructure, operating a growing network of telecom towers across Pakistan. During CY24 Engro Infiniti merged into Engro Connect, leading to the cancellation of all Engro Infiniti shares. Engro Corporation has secured all approvals for its strategic partnership with Pakistan Mobile Communications Limited ("Jazz") and its parent company, VEON Group. This marks a significant private-sector investment in Pakistan, and with all approvals secured. 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. Engro Corporation has derecognized non-operational entity, Engro Eximp Agriproducts, from its books. This merger consolidates operations under Engro Connect. 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.

The Dawood Group held a ~48.05% stake in Engro Corporation through Engro Holdings Limited (~39.97%), associated entities (~2.90%), and Dawood family individuals (~5.73%). The remaining ~51.5% was held by DFIs, banks, insurance companies, funds, and the general public. As of January 2025, following a corporate restructuring, Engro Corporation Limited became a wholly owned subsidiary of Engro Holdings Limited.

The Company’s ownership structure 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 with their 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 principal holding company is Engro Holdings Limited, which serves as the strategic investment arm of the Group. The majority of Engro Holdings Limited’s portfolio is consolidated within its flagship subsidiary, Engro Corporation Limited. As of Dec24, Engro Corporation Limited reported a solid asset base of approximately PKR 98 billion, underpinned by a strong equity position of around PKR 77 billion. This robust financial foundation reflects the company’s prudent capital management and its ability to sustain long-term value creation across its diversified business segments.

The Company operates under a well-defined corporate governance framework, overseen by an eight-member Board of Directors, including the Chief Executive Officer. The Board reflects a balanced composition, comprising three Non-Executive Directors, one Executive Director (the CEO), and four 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. Ahsan Zafar Syed holds the position of Chief Executive Officer. The Independent Directors include Mr. Shabbir Hussain Hashmi, Mr. Sultan Mohammad Parvez Ghias, Mr. Rizwan Diwan, and Ms. Samar Masood. 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.

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 Board People Committee., and (c) the Finance and Investment Committee. During the CY24, the Board convened eight 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 six meetings, the Finance and Investment Committee also met six times, while the Board People Committee convened eight meetings, all with strong participation from committee members. 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. Ahsan Zafar Syed has assumed the position of President and Chief Executive Officer (CEO) of Engro Corporation, succeeding Mr. Ghias Khan. A seasoned professional with a long-standing association with Engro since 1991, Mr. Syed has held several key leadership roles across the organization, including CEO of Engro Fertilizers and Engro Energy. He has been instrumental in spearheading major initiatives such as the development of the EnVen fertilizer plant and the Thar coal power project. Under his leadership, Engro’s flagship fertilizer business has seen significant growth and transformation. Mr. Syed is the fifth President and CEO of Engro Corporation and the seventh overall leader since Exxon’s exit from the company. In recognition of his contributions to the engineering sector, he was honored with the prestigious National Engineering Excellence Award by the Institution of Engineers Pakistan in CY24. He has also served in an honorary capacity on the Engineering Development Board, under the Ministry of Industries and Production, Government of Pakistan, contributing to the strengthening of the country's engineering foundation. As of April 2025, Mr. Farooq Barkat Ali serves as the Chief Financial Officer (CFO) of Engro Corporation Limited, having assumed the role on August 18, 2023, following the resignation of Mr. Mazhar Abbas Hasnani. 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 Corp's practices fortnightly performance review meetings attended by respective department heads.

Engro Corp 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.

To ensure robust governance and strategic alignment in its investment activities, Engro Corporation has instituted comprehensive and well-defined investment policies. These policies serve as the foundational framework for all investment-related decisions undertaken by the Strategy and Mergers & Acquisitions teams. Engro’s investment policies are designed to facilitate both core and strategic investments, as well as short-term opportunities, in a manner that aligns with the corporation’s long-term vision, risk appetite, and value creation objectives. The policies outline clear criteria, evaluation processes, and approval hierarchies to ensure that all investment decisions are made following rigorous financial, strategic, and operational assessments. 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.

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 three distinguished members, including its Chairman, Mr. Abdul Samad Dawood, and members Mr. Shabbir Hussain and Mr. Rizwan Diwan. 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, the Investment Committee convened six times to deliberate on key investment decisions and assess the progress and outcomes of existing investments. These meetings served as a platform for in-depth analysis, strategic evaluation, and risk assessment, ensuring that all investment activities are aligned with Engro Corporation’s long-term value creation objectives. The committee's active engagement underscores Engro’s commitment to strong corporate governance and prudent investment management.

The equity investment portfolio of the Company is diversified across various sectors including Food , Fertilizers, Petrochemicals , Energy , Terminal Services and Telecommunication Infrastructure.

The Company has three type of investments on its balance sheet: Core, Strategic and Non-Strategic investments. Core investments encompass both listed and unlisted subsidiaries. Engro Corporation holds a 56% stake in EFERT, valued at PKR 7,520 million, which significantly boosted consolidated earnings with PKR 256,675 million in revenue and a PKR 28,260 million profit after tax (PAT). Similarly, a 56% stake in Engro Polymer and Chemicals Limited (EPCL) is carried at PKR 6,686 million; however, EPCL reported a PAT loss of PKR -161 million on PKR 75,708 million revenue due to challenging market conditions. Among other core investments, Engro Energy Limited posted a PAT of approximately PKR 2.1 billion, and Engro Terminals reported a PAT of around PKR 4.1 billion. Due to the merger of Engro Infiniti into Engro Connect, the latter reported a loss of approximately PKR 0.3 billion. Strategic investments include joint ventures, associates, and other holdings; notably, the unlisted joint venture Engro Vopak Terminal reported a PAT of approximately PKR 2.6 billion, and FrieslandCampina Engro Pakistan, known for brands like Olpers and Omoré, recorded a PAT of approximately PKR 2.2 billion. Finally, Non-Strategic investments comprise short-term holdings in government securities, debt instruments, mutual funds, and fixed income placements.

Engro's income assessment for the period ending Dec24 reveals a significant boost in its credit quality and financial resilience, driven by stronger income generation and improved operational efficiency. The company's total investment income for CY24 reached approximately PKR 30.4 billion, a modest increase from PKR 29.9 billion in 2023. A substantial 84% of this income originated from related parties, with dividend income being a primary contributor at around PKR 21.9 billion (up from PKR 21.5 billion in 2023). This strong dividend inflow was largely fueled by significant contributions from Engro Fertilizers Limited (approximately PKR 16.2 billion) and Engro Polymer and Chemicals Limited, both of which notably enhanced the company's profitability and cash flow. Additionally, Engro Energy contributed around PKR 2.54 billion in dividend income, while Engro Energy Agriproducts yielded no dividend income due to its derecognition from the books. Beyond dividends, royalty income during CY24 was approximately PKR 2.6 billion, accounting for roughly 9% of the total investment income (an increase from 8% in 2023). The remaining approximately 19% of total investment income stemmed from other investments, including interest income from lending to related parties and interest income from various instruments such as equity instruments, government securities, and debt instruments. Notably, interest income from Treasury bills and Pakistan Investment Bonds collectively amounted to approximately PKR 2.1 billion, while mutual funds generated around PKR 8.2 billion and fixed income placements added approximately PKR 1.7 billion.

The coverage metrics for the period ending Dec-24 highlight a strong funding efficiency but reveal rising concerns regarding cash flow adequacy and debt servicing capacity. The Total Investment Income to Funding Cost ratio surged to an impressive 489.7x (Dec-23: 330.4x), reflecting exceptional income generation relative to funding expenses. However, the TCF to Finance Cost and TCF to Finance Cost inclusive of Long-Term Borrowings and Guarantees dropped sharply to -60.2x and -7.7x, respectively, indicating potential cash flow pressures in covering financial obligations. Liquidity remains a key strength, with a healthy liquidity buffer of 28.1x derived from cash, bank balances, and unutilized short-term borrowing limits relative to long-term funding costs. Despite this, the Debt Payback ratio of -0.2x raises concerns over the sufficiency of operating cash flows to meet debt commitments, warranting tighter financial controls. Overall, while the entity demonstrates strong funding cost efficiency and liquidity, the deterioration in cash flow coverage metrics underscores the need for enhanced credit risk management and strategic cash flow optimization.

The capital structure analysis for the period ending Dec-24 highlights a notable increase in investment concentration relative to equity, with the ratio of Related Party Investments and Investments to Shareholders' Equity remained almost stable at 116.6% (Dec-23: 117%). Leveraging, as measured by Funding to the sum of Funding and Shareholders' Equity, remains conservative at 1.10%, underscoring limited reliance on external financing to augment capital. Similarly, the ratio of Funding and Off Balance Sheet Exposures to Shareholders' Equity stands at 0%. Current debt accounts for 48.1% of total funding, suggesting a moderate level of short term obligations that require careful management to sustain liquidity and mitigate roll over risks. Overall, the capital structure reflects a balanced approach, with equity-backed investments providing growth potential while leveraging remains minimal, supporting the entity's overall credit profile and financial flexibility.

The Company derives its financial strength from Dawood Group and subsidiary companies. Engro Corp's consolidated long-term borrowings stood at PKR 75bln as at CY24 (CY23: PKR 162bln) against consolidated equity base of PKR 149bln (CY23: PKR 146bln). Consolidated topline during CY24 increase and stood at PKR 406bln (CY23: PKR 356bln) and following the same pattern bottom-line stood at PKR 38.9bln (CY23: PKR 36.6bln) of Engro Corporation Limited.