January 1, 2026

The General Manager Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

NOTICE OF THE EXTRA ORDINARY GENERAL MEETING OF CYAN LIMITED

Dear Sir,

Reference is made to the material information disclosed by Cyan Limited (the "Company") to the Pakistan Stock Exchange ("PSX" or the "Exchange") on October 28, 2025 and December 15, 2025.

We inform you that pursuant to the Order of Hon'ble Islamabad High Court dated December 17, 2025, an Extra Ordinary General Meeting ("EOGM") of the Company will be held on Tuesday, January 27, 2026, at 11:45 am at the Karachi School of Business and Leadership, situated at National Stadium Road, Opposite Liaquat National Hospital, Karachi. The Notice of EOGM along with the relevant documents is attached.

The Notice of EOGM, along with Statement of Material Facts, Proxy Form and Postal Ballot, will be published in Business Recorder and Nawa-i-Waqt (English and Urdu - nationwide publication) on January 2, 2026.

The Share Transfer Books of the Company will remain closed from January 13, 2026 to January 27, 2026 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, M/s. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal, Karachi-74400 and email [email protected], by close of business on January 12, 2026, will be considered in time to attend, vote and speak at the EOGM.

In compliance with Regulation 4 of the Companies (Postal) Ballot Regulations, 2018, the electronic voting facility will be available to eligible members of the Company in line with applicable law.

Kindly disseminate this information to the TRE Certificate Holders of the Exchange accordingly.

For and on behalf of Cyan Limited

Khwaja Osama Musharraf Company Secretary

Copied:

i. Director / HOD Listed Companies Department, Supervision Division Securities and Exchange Commission of Pakistan NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad
ii. Director / HoD

Mergers and Restructuring Securities and Exchange Commission of Pakistan NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad

Ph: (92-21) 35634290-3, Fax: (92-21) 35680218 Add: 4th Floor, Dawood Centre, M. T. Khan Road, Karachi, Pakistan-75530

Notice of Extra Ordinary General Meeting

Notice of EOGM	02
Proxy Form - English	07
Proxy Form - Urdu	09
Ballot Paper - English	11
Ballot Paper - Urdu	17
Scheme of Arrangement	19
Swap Letter	38
Audited Special Purpose Financial Statements	49
Statement Under Section 281 of the Companies Act, 2017	72

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that pursuant to the order of the Hon'ble Islamabad High Court, Islamabad dated December 17, 2025, an Extra Ordinary General Meeting ("EOGM") of the Members of Cyan Limited ("Cyan" and/or the "Company") will be held on Tuesday, January 27, 2026, at 11:45 am at the Karachi School of Business and Leadership, situated at National Stadium Road, Opposite Liaquat National Hospital, Karachi, to transact the following business:

Special Business:

1. To consider, and, if thought fit, to pass, with or without modifications, the below mentioned resolutions for, inter alia, amalgamation of entire undertaking, including all assets, liabilities and obligations, of DH Partners Limited ("DHPL") and Cyan with and into Dawood Lawrencepur Limited ("DLL") in terms of a Scheme of Amalgamation filed with the Hon'ble Islamabad High Court, Islamabad, prepared under the provisions of Sections 279-282 and 285(8) of the Companies Act, 2017 ("Scheme") and, approved by the Board of Directors of Cyan on December 15, 2025, as follows:
1.1 an amalgamation of DHPL and Cyan (defined as the "Amalgamating Companies" in the Scheme) into DLL, the surviving entity, by transferring to and vesting in DLL the entire undertaking, including all assets, liabilities and obligations, of the Amalgamating Companies as a going concern, against the allotment and issue by DLL of fully paid-up ordinary shares of Rs. 10/- (Rupees Ten only) in the capital of DLL to members of DHPL who are appearing in the register of members of DHPL on the DHPL Record Date, except DLL (as specified in the Scheme) and the members of Cyan who are appearing in the register of members of Cyan on the Cyan Record Date (as specified in the Scheme) under the Scheme, in each case, based on swap ratio as set forth in the Scheme; and
1.2 the dissolution of DHPL and Cyan (the Amalgamating Companies) without winding up;

in accordance with terms of the scheme (the "Amalgamation").

The resolutions to be passed by the requisite majority of members of the Cyan under Sections 279 to 282 and 285(8) of the Companies Act, 2017 are as under:

"RESOLVED that the Scheme of Amalgamation filed with the Hon'ble Islamabad High Court, Islamabad, prepared under the provisions of Sections 279-282 and 285(8) of the Companies Act, 2017 ("Scheme") as approved by the Board of Directors and circulated to the members of Cyan for, inter alia, amalgamation of entire undertakings, including all assets, liabilities and obligations, of DH Partners Limited (DHPL) and Cyan with and into Dawood Lawrencepur Limited (DLL) as follows:

a) an amalgamation of DHPL and Cyan (defined as the "Amalgamating Companies" in the Scheme) into DLL, the surviving entity, by transferring to and vesting in DLL the entire undertaking, including all assets, liabilities and obligations of the Amalgamating Companies as a going concern, against the allotment and issue by DLL of fully paid-up ordinary shares of Rs. 10/- (Rupees Ten only) in the capital of DLL to members of DHPL who are appearing in the register of members of DHPL on the DHPL Record Date, except DLL (as specified in the Scheme) and the members of Cyan who are appearing in the register of members of Cyan on the Cyan Record Date (as specified in the Scheme) under the Scheme, in each case, based on swap ratio as set forth in the Scheme; and
b) the dissolution of DHPL and Cyan (the Amalgamating Companies) without winding up,

in accordance with terms of the scheme along with ancillary matters thereto, placed before the meeting for consideration and approval, be and is hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the Hon'ble Islamabad High Court, Islamabad.

FURTHER RESOLVED that the Chief Executive Officer, Chief Financial Officer and / or the Company Secretary be and are hereby singly authorized to complete any or all necessary corporate, legal and regulatory compliances and formalities to give effect to the above, including to sign, execute, deliver and issue, on behalf of the Company, all such notices, documents, forms, instruments and other papers of any nature whatsoever that may be required in connection with the above resolution(s), and to complete regulatory requirements including filing of required documents with the Hon'ble Islamabad High Court."

As per the order of the Hon'ble Islamabad High Court, Mr. Abdul Samad Dawood is appointed Chairman for the EOGM. The statement under section 134(3) of the Companies Act, 2017, setting out the material facts and the statement under section 281 of the Companies Act, 2017, explaining the effect of the Scheme, are annexed to this notice.

Other Business:

To transact any other business with the permission of the Chair.

By Order of the Board

Dated: January 1, 2026 Place: Karachi

Khwaja Osama Musharraf Company Secretary

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

Company Original No. 19 of 2025 has been filed in the Hon'ble Islamabad High Court, Islamabad under sections 279 – 282 and 285(8) of the Companies Act, 2017 ("Companies Act") for sanction of and for passing other orders in respect of Scheme of Amalgamation between DH Partners Limited ("DHPL"), Cyan Limited ("Cyan") and Dawood Lawrencepur Limited ("DLL") ("Scheme"). In the proceedings, the Court has directed the convening of meeting of the members of Cyan for seeking agreement by the statutory majority of the members of Cyan for the Scheme.

Subject to the sanction of the Scheme by the Islamabad High Court, under the Scheme: (i) DHPL and Cyan (defined as the "Amalgamating Companies" in the Scheme) shall be amalgamated into DLL, the surviving entity, by transferring to and vesting in DLL the entire undertaking, including all assets, liabilities and obligations, of the Amalgamating Companies as a going concern, against the allotment and issue by DLL of fully paid-up ordinary shares of Rs. 10/- (Rupees Ten only) in the capital of DLL to members of DHPL who are appearing in the register of members of DHPL on the DHPL Record Date, except DLL (as specified in the Scheme) and the members of Cyan who are appearing in the register of members of Cyan on the Cyan Record Date (as specified in the Scheme) under the Scheme, in each case, based on swap ratio set forth in the Scheme; and (ii) DHPL and Cyan (the Amalgamating Companies) shall dissolve without winding up, in accordance with terms of scheme (the "Amalgamation").

The Board of Directors of Cyan has approved and recommended the Scheme for approval of the members with the ultimate aim of optimizing the returns and value of shareholders of Cyan. As DHPL, Cyan and DLL are engaged in similar lines of business with overlapping business models, the Scheme aims to consolidate all three entities, with DLL as the surviving entity, under a coherent unified structure ensuring the alignment and uniform implementation of strategic objectives and business activities. The proposed amalgamation will lead to an increase in the asset base and equity size of the surviving entity (i.e. DLL) and will also improve its financial resilience, enabling greater risk absorption through a more diversified portfolio of assets. Furthermore, the enhanced net worth of DLL (as the surviving entity) will make it a more attractive investment proposition for both lenders and investors alike. The amalgamation will also provide an opportunity to streamline the business/operations of all three entities through a consolidated governance structure that integrates the best practices, systems, and controls of each company.

The Amalgamation, along with all ancillary and related matters thereto, shall be effective by way of the Scheme in accordance with the provisions of Sections 279 – 282 and 285(8) of the Companies Act, 2017.

No director of DLL, DHPL and Cyan has any interest, whether directly or indirectly, except to the extent of their shareholding and directorships held by them in the respective companies (including as nominee directors) and, for the executive directors, their employment within the respective companies. The directors are also interested to the extent of remuneration and benefits as per the policy of the respective company and applicable laws. The effect of this Scheme on the interest of these directors does not differ from the respective interests of the members of DHPL, Cyan and DLL, except to the extent stipulated herein.

A copy of the Scheme along with other relevant documents, are available for inspection to any person entitled to attend the Extra Ordinary General meeting, at the head office of Cyan, situated at 9th floor Dawood Centre, MT Khan Road, Karachi, free of cost during normal business hours. Furthermore, in accordance with Section 282(2) of the Companies Act, a copy of the Scheme, statement under Section 281 of the Companies Act, read with statement of material facts under Section 134(3) of the Companies Act has been enclosed with the notice of meeting circulated to the members of Cyan.

In view of the above, the Board of Directors of Cyan has approved and recommended the Scheme, along with the arrangements stipulated thereunder, which have been described above.

NOTES:

Video Conference Facility for Extraordinary General Meeting (EOGM) of shareholders: As per the directive issued by Securities and Exchange Commission of Pakistan ("SECP"), the Company has made arrangements of video conference facility to ensure that shareholders can also participate in the EOGM proceeding via video link. The members and their proxies who intends to attend the EOGM through video-link must register their particulars by sending an email at [email protected]. The members registering to connect through video-link facility are required to mention their name, folio number, phone number and number of shares held in their name in the email with subject 'Registration for Cyan Limited's EOGM' along with valid copy of their CNIC/Passport. Video link and login credentials will be shared with the members whose emails, containing all the required particulars, are received at the given email address at least 24 (twenty four) hours before the time of the EOGM.
1. The Share Transfer Books of the Company will remain closed from January 13, 2026 to January 27, 2026 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, M/s. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal, Karachi-74400 and email [email protected] by close of business on January 12, 2026, will be considered in time to attend and vote at the EOGM.
1. A member entitled to attend and vote at this meeting may appoint another member at his/her/its proxy to attend, vote and speak at the meeting. The instrument appointing a proxy and the power of the attorney or other authority / board resolution under which it is signed or notarized must be deposited at the registered office of the Company at least 48 (forty-eight) hours before the time of the EOGM (no account shall be taken of any part of the day that is not a working day). The forms of proxy are attached to this notice.
1. All members, entitled to attend and vote at the EOGM, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. A proxy need not be a member of the Company. A corporate entity, being member, may appoint its representative to attend the EOGM through resolution of its Board of Directors. Proxy Forms in English and Urdu languages are attached with the notice circulated to the shareholders. In case of appointment of proxy by a corporate entities, a resolution of the board of directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to the Company along with a completed proxy form. The proxy holders are required to produce their original valid CNICs or original passports at the time of the EOGM.
1. In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 (forty-eight) hours before the time of the EOGM (no account shall be taken of any part of the day that is not a working day).
1. CDC account holders will further have to follow the below guidelines as laid down by the SECP:
(i) For Attending the EOGM
a. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the above-mentioned email address at least 48 (forty-eight) hours before the EOGM.
b. In case of a corporate entity, the board of directors' resolution/power of attorney with specimen signature of the nominee shall be shared on the above-mentioned email address at least 48 (forty-eight) hours before the EOGM (unless it has been provided earlier).
(ii) For Appointing Proxies
a. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall submit the proxy form as per the above requirements.
b. Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
c. The proxy shall produce original valid CNIC or original passport at the above mentioned email address at least 48 (forty-eight) hours before the EOGM.
d. In case of a corporate entity, the board of directors' resolution / power of attorney with specimen signature shall be submitted to the email address mentioned above at least 48 (forty-eight) hours before the EGM (unless it has been provided earlier) along with the proxy form to the Company.
e. Proxy form will be witnessed by 2 (two) persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.
1. Shareholders are requested to observe the conduct referred in sub-regulation 2 of Regulation 55 of the Companies Regulations, 2024 while attending the EOGM.
1. As per SECP's directions, the company is prohibited from providing gifts or incentives, in lieu of gifts (tokens/coupons/lunches/takeaway packages) in any form or manner, to shareholders at or in connection with general meetings.
1. Pursuant to Companies (Postal Ballot) Regulations 2018, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through E-voting, in accordance with the requirements and procedure contained in the aforesaid Regulations.
1. The Company has placed the Notice of EOGM along with Proxy Form on its website: www.cyanlimited.com

Proxy Form

I/We	of
being a member of CYAN LIMITED and holder of
Ordinary shares as per share (Number of Shares)

Share Register Folio No.	and/or
CDC Participant ID No.	Sub A/c No.
	hereby appoint ____ of ____ or failing him / her _____ of _____ as my/our proxy to vote for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company to be held on the 27th day
of January 2026, and at any adjournment thereof.

Signed this day of	2026


		Signature
	Signature should agree with the specimen registered with the Company.

WITNESSES:

1. Signature:
Name:
Address:
CNIC No. or
Passport No.

2. Signature:
Name:
Address:
CNIC No. or
Passport No.

Note: Proxies, in order to be effective, must be received by the Company not less than 48 hours before the meeting. A Proxy holder may not need be a member of the Company.

CDC Shareholders and their proxies are each requested to attach an attested photocopy of their Computerized National Identity Card or Passport with this proxy form before submission to the Company.

$$
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$$

دينتخط

دستخط کمپنی میں جمع کرائے گئے دستخط کے عین مطابق ہونا جاہئیے ۔

گواہان:

نوٹ:مئوژ ہونے کی غرض سے لا زم ہے کہ یراکسیز اجلاس سے کم از کم 48 گھنٹےقبل تک کمپنی کوموصول ہوجا ئیں ۔ضروری نہیں کہ یہ ایک کمپی پھر بھی ہو۔

سی ڈی سی حصص مالکاناوران کے پراکسیز دونوں سے گذارش ہے کہ دہ اپنے کمپیوٹرائز ڈقومی شناختی کارڈ پایاسپورٹ کی مصدقہ نقل ہے پراکسی فارم کےساتھ منسلک کریں۔

CYAN LIMITED

Office Address: 9th Floor, Dawood Centre, MT Khan Road, Karachi Contact: +92 21 35686001 - 16 Email address: [email protected]

Ballot paper for voting through post for poll to be held at the Extra Ordinary General Meeting of Cyan Limited being held on Tuesday, January 27, 2026, at 11:45 am at the Karachi School of Business and Leadership, situated at National Stadium Road, Opposite Liaquat National Hospital, Karachi and through video conferencing.

Contact Details of Chairman, where ballot paper may be sent:

Business Address:	The Chairman, Cyan Limited, 9th Floor,
	Dawood Centre, MT Khan Road, Karachi
Attention:	Company Secretary
Designated email address:	[email protected]

Name of Shareholder / Joint Shareholders
Registered Address of Shareholder
Number of Shares Held
Folio Number / Participant or Investor Account Number
CNIC Number (copy to be attached)
Additional Information & Enclosures (In case of Representative of Body Corporate, Corporation & Federal Government)

I / we hereby exercise my / our vote in respect of the following agenda through postal ballot by conveying my / our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below:

S. No.	Nature & Description of Special Resolution(s)	No. of Ordinary Shares for which votes casted	I / We assent to the Special Resolution(s) (FOR)	I / We dissent to the Special Resolution(s) (AGAINST)
1.	"RESOLVED that the Scheme of Amalgamation filed with the Hon'ble Islamabad High Court, Islamabad, prepared under the provisions of Section 279-282 and 285(8) of the Companies Act, 2017 ("Scheme") as approved by the Board of Directors and circulated to the members of Cyan for, inter alia, amalgamation of entire undertakings, including all assets, liabilities and obligations of DH Partners Limited (DHPL) and Cyan with and into Dawood Lawrencepur Limited (DLL) as follows: a. an amalgamation of DHPL and Cyan (defined as the "Amalgamating Companies" in the Scheme) into DLL, the surviving

S. No.	Nature & Description of Special Resolution(s)	No. of Ordinary Shares for which votes casted	I / We assent to the Special Resolution(s) (FOR)	I / We dissent to the Special Resolution(s) (AGAINST)
	entity, by transferring to and vesting in DLL the entire undertaking, including all assets, liabilities and obligations of the Amalgamating Companies as a going concern, against the allotment and issue by DLL of fully paid-up ordinary shares of Rs. 10/- (Rupees Ten only) in the capital of DLL to members of DHPL who are appearing in the register of members of DHPL on the DHPL Record Date, except DLL (as specified in the Scheme) and the members of Cyan who are appearing in the register of members of Cyan on the Cyan Record Date (as specified in the Scheme) under the Scheme, in each case, based on swap ratio as set forth in the Scheme; and b) the dissolution of DHPL and Cyan (the Amalgamating Companies) without winding up, in accordance with terms of the scheme, along with ancillary matters thereto, placed before the meeting for consideration and approval, be and is hereby approved and adopted, along with any modifications / amendments required or conditions imposed by the Hon'ble Islamabad High Court, Islamabad.
	FURTHER RESOLVED that the Chief Executive Officer, Chief Financial Officer and / or the Company Secretary be and are hereby singly authorized to complete any or all necessary corporate, legal and regulatory compliances and formalities to give effect to the above, including to sign execute, deliver and issue, on behalf of the Company, all such notices, documents, forms, instruments and other papers of any nature whatsoever that may be required in connection with the above resolution(s), and to complete regulatory requirements including filing of required documents with the Hon'ble Islamabad High Court."

________________________________________________________ Signature of shareholder(s) / Proxy Holder / Authorized Signatory Place: Date:

NOTES:

1. Duly filled postal ballot should be sent to Chairman at above-mentioned postal or email address.
1. A Copy of the CNIC/Passport (in case of a foreigner) should be enclosed with the postal ballot paper.
1. In case of a representative of a body corporate, corporation or Federal Government, the postal ballot paper must be accompanied by a copy of the CNIC/Passport of an authorized person, an attested copy of Board Resolution / Power of Attorney / Authorization Letter etc. in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable.
1. Postal ballot forms should reach Chairman of the meeting on or before January 26, 2026 up till 5:00 pm. Any postal ballot received after this date and time will not be considered for voting.
1. The signature on postal ballot paper should match the signature on CNIC/Passport (in case of a foreigner).
1. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
1. Ballot paper has also been placed on the website of the Company at www.cyanlimited.com
1. Members may download the ballot paper from the website or use the original/photocopy published in the newspaper.

میں/ہم خصوصی قرار دادکی مخالفت کرتا/کر تی ہوں/ کرتے ہیں(مخالف)	میں/ہم خصوصی قرار داد کی حمايت ڪرتا/ڪرٽي ہوں/ کرتے ہیں(حامی)	تعداد معمولى شيئرزجن كيلئے ووٹ د پا گیا	خصوصی قرار داد ( قرار دادوں ) کی نوعیت اورتفصیلات	نمبرشار
			داخل کرنے سمیت کمپنی کی جانب سے دستخط کرنے بق یل کرنے،ارسال کرنے اور جاری کرنے کا اختیار دیا جاتا

میں/ہم خصوصی قرارداد کی	میں/ہم خصوصی قرارداد کی	تعداد معمولى شيئرز جن كيلئے
		ووٹ دیا گیا
مخالفت کرتا/کر تی ہوں/ کرتے ہیں(مخالف)	حمایت کرتا/کرتی ہوں/ کرتے ہیں(حامی)		خصوصی قرار داد ( قرار دادوں ) کی نوعیت اورتفصیلا ت الف) DHPLاور Cyan (اسکیم میں ذکر کردہ''زریہ انضام كمپنيان') كا DLL ميں انضام، بقايا اداره، DLL کوتمام اثا ش ەجات،قر ض ەجات اور ذىيەدارى يو ں سميت تمام زيرانضام كمپنيوں كوقائم الوجود كےطور برنتقل اور شامل کر کے، اسکیم کے تحت طے شدہ تیا دلہ تنا سب بعوضDLI کی جانب سے مختص اور جاری کر دہ ^نکم ل ادا شدہ عام تصص -/10 روپے فی تصص (مبلغ دس روپے صرف) بجقDHPL کے ان ممبران جن کے نام ریکارڈ کرنے والی تاریخ سوائےDLLکے(جیسا کہاسکیم میں صراحت کی گئی ہے ) تکIHPL کے رجٹر میں موجود میں اور بجق Cyan کے ان ممبران جن کے نام ریکارڈ کرنے والی تاریخ (جیپا کہ اسکیم میں صراحت کی گئی ہے ) تک Cyan کےرجٹر میں موجود ہیں؛اور ب)DHPLاور Cyan از برانضام کمپنیاں ) کوختم کئے بغيران كاتحليل كباحانا، اسکیم کی شرائط کے ساتھ اجلاس کے سامنےغور وخوص اور منظوری کی غرض سے رکھے گئے بمعزز عدالت عالیہ اسلام آباد واقع اسلام آباد کی جانب سےمطلوب یا عائد کردہ شرائط کے مطابق تمام منسلکہ حتمنی معاملات، مع کسی بھی ترمیم/اصلاح منظوراورنافذ کئے جاتے ہیں۔ مزيدقرار يايا چيف ائيَزيَكِتُبوآ فيسر، چيف فنانشل آفيسر اور/ پاسمپنی سیکریٹری میں سے سی ایک کو مذکورہ بالا کو مئوثر بنانے کی غرض سے تمام ضروری کارپوریٹ، قانوني، انضباطي تغميلات اور رسمي كارروائياں انجام دینے اور اس سلسلے میں ضروری تمام نوٹمیز، دستاويزات، فارمز، قانوني كاغذات اوركسي بھي نوعيت	تمبرشار

			کے ایسے دیگر کاغذات جو مذکورہ بالا قرارداد ( قراردادوں ) کےسلسلے،اورانضباطی مطلوبات بشمول معزز عدالت عاليه اسلام آباد كومطلوب دستاويزات

میں/ہم خصوصی قرارداد کی مخالفت کرتا/کر تی ہوں/ کرتے ہیں(مخالف)	میں/ہم خصوصی قرارداد کی حمايت ڪرتا/ڪرتي ہوں/ کرتے ہیں(حامی)	تعداد معمولي شيئرز جن كيلئے ووٹ دیا گیا	خصوصی قرار داد ( قرار دادوں ) کی نوعیت اورتفصیلات	نمبرشار
			''قرار پایا کہ منجملہ دیگر امور کے،ڈی اچج پارٹنرز کمیٹڈ (DHPL) اور سیان لمیٹڈ ( Cyan) کے اثاثہ جات، قرضه جات اور ذمه داریاں، داؤدلارنس پورلمیٹڈ (DLL) کے ساتھ اور اس میں انضام ہہ لحاظ Scheme of Amalgamation دائر کرده بخضور معزز عدالت عالیه اسلام آباد واقع اسلام آباد تيار كرده تحت دفعات بابت سيكشنز 279 تا 282 اور (8)285 بابت كمپنيز ايكٹ 2017 (''اسکیم'') ، Cyan کے بورڈ آف ڈائریکٹرز کی جانب سے منظوری کے بموجب Cyan کے ممبران کو ارسال کرده، درج ذیل قراردادین:	$-1$

The Company Secretary Cyan Limited 9th Floor. Dawood Centre, M.T. Khan Road. Karachi - 75530 Tel: +92-21-35686001-16 www.cyanlimited.com

	   
 	       

 		
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	 	
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	 	
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		 
		

	
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	     
	

 		
	 	
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		
		
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		 

	     
  	    
	   
	

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		
		
		
		
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		 

	
	
	

A-F-FERGUSON&Co.

The Boards of Directors of

Dawood Lawrencepur Limited Dawood Centre M. T. Khan Road Karachi

DH Partners Limited 55-B. 16th Floor ISE Towers, Blue Area Islamabad

Cvan Limited Dawood Centre M. T. Khan Road Karachi

December 12, 2025

Our reference: ADV 039

Dear Sirs

ENVISAGED SCHEME OF ARRANGEMENTS -AMALGAMATION OF THE COMPANIES

This refers to our engagement in respect of the envisaged Scheme of Arrangements between Dawood Lawrencepur Limited ('DLL') and its members, Cyan Limited ('Cyan') and its members, and DH Partners Limited ('DHPL') and its members (the envisaged Scheme of Arrangements hereinafter referred to as the 'Scheme'). DLL, Cyan and DHPL are hereinafter collectively referred to as the 'Scheme Entities'.

COMPANIES AND THEIR SHARE CAPITAL $2.$

$2.1.$ Each of the Scheme Entities is incorporated in Pakistan, with its shares listed on the Pakistan Stock Exchange Limited ('PSX').
DLL primarily has (i) investments in quoted securities being shares of listed companies and $2.2.$ units of mutual funds, (ii) real estate assets principally lands, buildings and improvements, and (iii) investments in shares of unlisted subsidiary companies / business operations relating mainly to renewable energy solutions.
Cyan primarily has investments in quoted securities being shares of listed companies, units of $2.3.$ mutual funds, and Pakistan Investment Bonds.
DHPL primarily has (i) investments in quoted securities being shares of listed companies and $2.4.$ units of mutual funds, and (ii) real estate assets principally land, buildings and improvements.

A. F. FERGUSON & CO., Chartered Accountants, a member firm of the PwC network State Life Building No. 1-C, I.I. Chundrigar Road, P.O. Box 4716, Karachi-74000, Pakistan Tel: +92 (21) 32426682-6/32426711-5; Fax: +92 (21) 32415007/32427938/32424740;

A-F-FERGUSON&Co.

$2.5.$ As per the statutory records of the aforementioned companies, provided to us by respective officers of DLL, Cyan and DHPL in respect of shareholding; the issued and paid-up share capital of these companies as at October 31, 2025 ('Valuation Date'), is as follows:
DLL 59,299,809 ordinary shares of par value of Rs 10/- each
Cyan 61,559,108 ordinary shares of par value of Rs 10/- each
DHPL 481,287,116 ordinary shares of par value of Rs 10/- each
Based on the records and representations from respective managements of each of DLL, Cyan $2.6.$ and DHPL, at the Valuation Date:
2,965,095 shares of DLL are held by Cyan representing ~5% shareholding in DLL ('Cyan's DLL Shareholding'), whereas rest of the shares being 56,334,714 shares representing ~95% shareholding in DLL are held by shareholders other than Cyan;
None of the shares of Cyan are held by either of the DLL or DHPL i.e., entire shares in Cyan's issued share capital being 61,559,108 shares representing 100% shareholding in Cyan are held by shareholders other than DLL and DHPL ('Cyan Existing Members'); and
77,931,896 shares of DHPL are held by DLL representing ~16.19% shareholding in DHPL, whereas rest of the shares being 403,355,220 shares representing ~83.81% shareholding in DHPL are held by shareholders other than DLL ('DHPL Existing Members'),

(above referred shares held by Cyan in DLL and those held by DLL in DHPL are hereinafter referred to as 'Cross-company shareholdings').

3. OUR UNDERSTANDING OF THE SCHEME OF ARRANGEMENTS

$3.1.$ Based on draft of the Scheme provided to us, we understand that the Scheme is for:
Amalgamation of Cyan and DHPL ('Amalgamating Companies') with and into DLL by transferring to, merging with, and vesting in DLL, the entire undertakings, including all the Assets, Liabilities, and obligations of the Amalgamating Companies as a going concern ('Amalgamation');
Issuance of shares by DLL in its share capital to the Cyan Existing Members and DHPL Existing Members in respect of the Amalgamation; and
Cancellation of the Cyan's DLL Shareholding in the issued share capital of DLL and dissolution of Cyan and DHPL without winding up.

The Scheme is envisaged to be effective from 12:00 AM midnight on January 1, 2026. $3.2.$ CM

Page 2 of 4

A.F.FERGUSON&CO

ISSUANCE OF SHARES UNDER THE SCHEME 4.

$4.1.$ In respect of the Amalgamation:
Indicative number of shares to be issued by DLL in its share capital to the Cyan Existing Members for one hundred (100) shares of Cyan held by such Cyan Existing Members ('Indicative Cyan Swap Ratio') is worked out from estimates of the comparative values of the shares of DLL and of Cyan;
Indicative number of shares to be issued by DLL in its share capital to the DHPL Existing Members for one hundred (100) shares of DHPL held by such DHPL Existing Members ('Indicative DHPL Swap Ratio') is worked out from estimates of the comparative values of the shares of DLL and of DHPL.
$4.2.$ Considering nature of the assets / liabilities / business operations of the Scheme Entities as described in paragraph 2, estimates of the values of their shares on the Valuation Date have been worked out based on aggregate valuations of the respective underlying assets / liabilities / business operations comprised in each of these entities at the Valuation Date ('Underlying Valuations'). Underlying Valuations of (i) quoted securities being shares of listed companies, units of mutual funds, and Pakistan Investment Bonds ('Portfolio Investments') have been based on their quoted prices, (ii) real estate assets ('Immovable Properties') have been based on the valuations performed by M/s KGT (Private) Limited and M/s Savills Pakistan (Private) Limited (hereinafter referred to as the 'Valuers' whose names appear on the Pakistan Banks' Association's list of Approved Valuers), and (iii) investments in shares of unlisted subsidiary companies / business operations have been worked out on the basis of the projected financial information ('PFI'). Detailed methodology followed for working out valuation for each category of asset / liability / business operation is explained in Annexure I to this letter.
$4.3.$ For the above, identification and categorisation of the underlying assets / liabilities / business operations were made, and the PFI were prepared, by the respective managements, which were approved by the respective Boards of Directors of DLL, Cyan and DHPL.
Based on above, Indicative Cyan Swap Ratio works out to 7.2974 and Indicative DHPL Swap $4.4.$ Ratio works out to 4.7724. Workings in this respect are attached as Annexure II.
In respect of comparative estimates of values of shares of the Scheme Entities on the $4.5.$ Valuation Date based on market prices, statistics for the last six (6) months from the Valuation Date (based on data from the website of PSX) were analysed which reveal very limited and infrequent trading activity, especially in the case of shares of DLL. Due to this, comparison of share prices of DLL and Cyan and those of DLL and DHPL may not be appropriate as it may not be reflective of the relative estimates on the Valuation Date. Details in this respect are presented in Annexure III for your reference.

Page 3 of 4

A-F-FERGUSON&CO.

5. CAVEATS

$5.1.$ Unless otherwise specified herein, all defined terms have the meaning ascribed to them under the Scheme.
$5.2.$ All workings are based on the methodologies and assumptions as mentioned in this letter. We have not carried out any verification of historical financial information, projections i.e., PFI, identification and categorisation of assets / liabilities / business operations as approved by the respective Boards of Directors of DLL, Cyan and DHPL and valuations carried out by the Valuers.
$5.3.$ This letter has been prepared for the above-named addressees only in relation to the Scheme and neither is for use, nor is suitable for use, by any other person or for any other purpose. All decisions of the addressees in respect of the Scheme are to be at their sole discretion and responsibility.

Yours truly Carn encls

A-F-FERGUSON&Co.

Annexure I Referred to in our letter ADV 039 Dated December 12, 2025 Page 1 of 2

METHODOLOGY FOR WORKING OUT UNDERLYING VALUATIONS

Values of shares of DLL, Cyan and DHPL have been worked out based on aggregate valuations of the respective underlying assets / liabilities / business operations comprised in each of the entity at the Valuation Date.

For this purpose, identification and categorisation of the underlying assets / liabilities / business operations comprised in each of these entities were made by the respective managements, which were approved by the respective Boards of Directors of DLL, Cyan and DHPL.

Valuation methodology in respect of each category of asset / liability / business operation, materially, is as follows.

A. Portfolio Investments

Values of Portfolio Investments are based on their market prices at the Valuation Date. Market price data for listed shares has been obtained from the data available at the website of PSX, whereas those in respect of units of mutual funds and Pakistan Investment Bonds have been obtained from the data available at the website of Mutual Funds Association of Pakistan.

B. Immovable Properties

Values of Immovable Properties are based on equi-weight averages of the valuations determined by the Valuers.

C. Investments in shares of unlisted subsidiary companies / business operations

Valuation of investments in shares of unlisted subsidiary companies / business operations have been worked out through the Discounted Cashflow ('DCF') method under which projected future free cash flows expected to be generated are discounted at a rate reflecting the economic, business, and financial risks associated with these operations. The DCF methodology focuses on the cash generation potential of a business and is a widely accepted approach for valuing businesses on a going concern basis.

A-F-FERGUSON&CO.

Annexure I Referred to in our letter ADV 039 Dated December 12, 2025 Page 2 of 2

METHODOLOGY FOR WORKING OUT UNDERLYING VALUATIONS

D. Other assets and liabilities

Values of remaining assets and liabilities of DLL, Cyan and DHPL are based on their respective carrying values as reflected in the audited special purpose financial statements as at October 31, 2025 of the respective companies.

E. Cross-company shareholdings

Value of DLL's investment in shares of DHPL has been worked out on the basis of the value of DHPL obtained from aggregation of value of items detailed in A to D above of DHPL ('DLL's DHPL Investment Value'), and value of Cyan's investment in shares of DLL has been worked out on the basis of the value of DLL obtained from aggregation of values of items detailed in A to D above of DLL and DLL's DHPL Investment Value. m

terate beer arreste members ort orten erritment Valuations of:
- DLL	Rs	Α	767.12
- Cyan	Rs	B	55.98
- DHPL	Rs	С	36.61
Indicative Cyan Swap Ratio		$D = B / A \times 100$	7.2974
Indicative DHPL Swap Ratio $\sim$		$E = C / A \times 100$	4.7724

A-F-FERGUSON&CO.

Annexure III Referred to in our letter ADV 039 Dated December 12, 2025 Page 1 of 3

STATISTICS FOR TRADING IN THE SHARES OF SCHEME ENTITIES FOR THE LAST SIX MONTHS FROM THE VALUATION DATE

DLL

Monthly trading volume and price

Month		Daily closing price (Rupees)			Trading volume (Shares)			Trading volume as a percentage of issued share capital
						Daily			Daily
	Min	Max	Closing	Aggregate	Min	Max	Aggregate	Average	Min	Max
May	205.50	237.99	227.72	21,565	53	5,500	0.0364%	0.0018%	0.0001%	0.0093%
June	232.00	245.51	244.72	13,718	$\sim$	3,017	0.0231%	0.0012%	0.0000%	0.0051%
July	240.05	304.49	286.19	94,442	107	27,958	0.1593%	0.0069%	0.0002%	0.0471%
August	279.70	380.54	327.43	355,642	115	103,893	0.5997%	0.0300%	0.0002%	0.1752%
September	300.01	332.11	312.14	120,620	808	16,954	0.2034%	0.0092%	0.0014%	0.0286%
October	310.25	385.32	380.32	141,977	162	37,531	0.2394%	0.0104%	0.0003%	0.0633%

Ranges of traded volume

	Shares trading volume range	Daily trading volume as a percentage of issued share capital		Number of days traded	Cumulative number of days traded
From	Up to	From	Up to
1	1,000	0.0000%	0.0017%	46	46
1,001	2,000	0.0017%	0.0034%	17	63
2,001	3,000	0.0034%	0.0051%	15	78
3,001	4,000	0.0051%	0.0067%	15	93
4,001	10,000	0.0067%	0.0169%	15	108
10,001	50,000	0.0169%	0.0843%	16	124
50,001 $\overline{\phantom{a}}$	103,893	0.0843%	0.1752%	2	126

A-F-FERGUSON&CO.

Annexure III Referred to in our letter ADV 039 Dated December 12, 2025 Page 2 of 3

STATISTICS FOR TRADING IN THE SHARES OF SCHEME ENTITIES FOR THE LAST SIX MONTHS FROM THE VALUATION DATE

Cyan

Monthly trading volume and price

Month	Trading volume Daily closing price (Rupees) (Shares)							Trading volume as a percentage of issued share capital
					Daily				Daily
	Min	Max	Closing	Aggregate	Min	Max	Aggregate	Average	Min	Max

May	27.05	34.92	33.52	2,043,528	6,106	434,980	3.3196%	0.1660%	0.0099%	0.7066%
June	30.01	33.35	32.65	1,047,715	2,931	210,464	1.7020%	0.0896%	0.0048%	0.3419%
July	33.02	43.11	37.52	9,193,000		23,540 1,581,369	14.9336%	0.6493%	0.0382%	2.5689%
August	35.98	40.81	35.98	3,033,453	10,148	631,714	4.9277%	0.2464%	0.0165%	1.0262%
September	36.94	41.48	38.00	5,013,175	7,167	896,942	8.1437%	0.3702%	0.0116%	1.4570%
October	35.84	51.33	51.33	11,133,714		24,206 2,153,275	18.0862%	0.7864%	0.0393%	3.4979%

Ranges of traded volume

	Shares trading volume range	Daily trading volume as a percentage of issued share capital		Number of days traded	Cumulative number of days traded
From	Up to	From	Up to
1	100,000	0.0000%	0.1624%	64	64
100,001	200,000	0.1624%	0.3249%	30	94
200,001	500,000	0.3249%	0.8122%	17	111
500,001	1,000,000	0.8122%	1.6245%	9	120
1,000,001	2,153,275	1.6245%	3.4979%	7	127

A-F-FERGUSON&Co.

Annexure III Referred to in our letter ADV 039 Dated December 12, 2025 Page 3 of 3

STATISTICS FOR TRADING IN THE SHARES OF SCHEME ENTITIES FOR THE LAST SIX MONTHS FROM THE VALUATION DATE

DHPL

Monthly trading volume and price

Month	Daily closing price (Rupees)				Trading volume (Shares)		Trading volume as a percentage of issued share capital
					Daily				Daily
	Min	Max	Closing	Aggregate	Min	Max	Aggregate	Average	Min	Max

May	30.63	38.36	38.36	2,478,782	22,883	820,578	0.5150%	0.0258%	0.0048%	0.1705%
June	35.79	39.69	36.92	1,023,563	5,505	168,415	0.2127%	0.0112%	0.0011%	0.0350%
July	36.58	42.99	42.01	70,568,749	6,930	37,196,800	14.6625%	0.6375%	0.0014%	7.7286%
August	40.99	47.01	43.56	29,464,521	435,750	5,638,525	6.1220%	0.3061%	0.0905%	1.1716%
September	43.19	45.38	43.38	15,435,008	53,692	2,293,506	3.2070%	0.1458%	0.0112%	0.4765%
October	42.14	46.52	45.42	16,466,981	101,213	5,444,316	3.4214%	0.1488%	0.0210%	1.1312%

Ranges of traded volume

	Shares trading volume range	Daily trading volume as a percentage of issued share capital		Number of days traded	Cumulative number of days traded
From	Up to	From	Up to
$\mathbf{1}$	200,000	0.0000%	0.0416%	57	57
200,001	800,000	0.0416%	0.1662%	32	89
800,001	2,000,000	0.1662%	0.4156%	23	112
2,000,001	10,000,000	0.4156%	2.0778%	13	125
10,000,001	20,000,000	2.0778%	4.1555%	$\,1$	126
20,000,001	37,196,800	4.1555%	7.7286%	$\mathbf{1}$	127

CYAN LIMITED

SPECIAL PURPOSE FINANCIAL STATEMENTS FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

Independent Auditor's Report To the Board of Directors of Cyan Limited

Opinion

We have audited the special purpose financial statements of Cyan Limited (the Company), which comprise the special purpose statement of financial position as at October 31, 2025, and the special purpose statement of profit or loss and other comprehensive income, the special purpose statement of changes in equity and the special purpose statement of cash flows for the ten months period then ended, and notes to the special purpose financial statements, including material accounting policy information.

In our opinion, the accompanying special purpose financial statements of the Company for the ten months period ended October 31, 2025 are prepared, in all material respects, in accordance with the statement of compliance as stated in note 2.2 to the special purpose financial statements.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Special Purpose Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants as adopted by Institute of Chartered Accountants of Pakistan (the Code), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Basis of Preparation and Restriction on Distribution and Use

We draw attention to note 1.4 to the special purpose financial statements, which describes that the special purpose financial statements have been prepared in relation to the Scheme of Arrangement. therefore, these may not be suitable for another purpose. Our report is intended solely for the use of the Company and should not be distributed to and used by parties other than the Company. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Special Purpose Financial Statements

Management is responsible for the preparation of the special purpose financial statements in accordance with the statement of compliance as disclosed in note 2.2 to the special purpose financial statements and for such internal control as management determines is necessary to enable the preparation of special purpose financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the special purpose financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Special Purpose Financial Statements

Our objectives are to obtain reasonable assurance about whether the special purpose financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these special purpose financial statements.

As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the special purpose financial statements. whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting $\bullet$ and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the special purpose financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be though to bear on our independence, and where applicable.

uput 2a.

A. F. Ferguson & Co. Chartered Accountants Karachi

Date: December 11, 2025 Engagement Partner: Osama Moon

Page 2 of 2

Independent Auditor's Report

CYAN LIMITED SPECIAL PURPOSE STATEMENT OF FINANCIAL POSITION AS AT OCTOBER 31, 2025

	Note	2025	October 31, December 31, 2024
ASSETS			------ (Rupees in '000) -----

Non-current assets		1,528	1,962
Property and equipment Intangible assets	4 5	30	38
Long term investments	6	1,180,039	779,079
Long term deposit		2,500	2,500
Defined benefit plan		450	134
		1,184,547	783,713

Current assets	7	1,567,556	1,420,577
Short term investments Other receivables		2,353	2,490
Advances and short term prepayments		1,731	1,100
Cash and bank balances	8	91,870	26,504
		1,663,510	1,450,671
TOTAL ASSETS		2,848,057	2,234,384
EQUITY AND LIABILITIES
Share capital and reserves
Authorised share capital
100,000,000 (2024: 100,000,000) Ordinary shares of Rs. 10 each		1,000,000	1,000,000
Issued, subscribed and paid-up share capital	9	615,591	615,591
Reserves	10	1,798,052	1,352,831
		2,413,643	1,968,422
Non-current liability Deferred taxation - net	11	268,221	108,177

Current liabilities
Trade and other payables	12	47,801	55,623
Unclaimed dividend Taxation - net		32,534 85,858	30,143 72,019
		166,193	157,785
		434,414	265,962
TOTAL EQUITY AND LIABILITIES		2,848,057	2,234,384

CONTINGENCIES AND COMMITMENTS	13

The annexed notes from 1 to 20 form an integral part of these special purpose financial statements. $\mathbb{R}^n$

Chief Financial Officer

Chief Executive Officer

run Directer

CYAN LIMITED

SPECIAL PURPOSE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

		Ten months
		ended	Year ended
	Note	October 31,	December 31,
		2025	2024

			-- (Rupees in '000) ---------
REVENUE
Return on investments	14	105,422	113,531
Gain on sale of investments - net		24,257	167,626
Profit on savings account		2,572	1,779
		132,251	282,936
Gain on revaluation of investments carried
as financial assets at fair value through profit or loss - net	7.4	500,167	464,160
		632,418	747,096

EXPENSES

Operating expenses	15	(26, 316)	(35, 733)
Other expenses - SWWF		(12, 122)	(21, 759)
		(38, 438)	(57, 492)

Profit before taxation and levy		593,980	689,604

Levy	16	(18, 160)	(15, 659)

Profit before taxation		575,820	673,945

Taxation	16	(136, 550)	(116, 261)
Profit after taxation		439,270	557,684

Other comprehensive income for the period / year

Items that will not be reclassified to profit or loss

Gain on revaluation of investment carried at fair value
through other comprehensive income - net of tax		313,746	117,754

Remeasurement of post retirement benefits obligation - net of tax		313,746	156 117,910
Total comprehensive income for the year		753,016	675,594

			-- (Rupees) -

Basic and diluted earnings per share	17	7.14	9.06

The annexed notes from 1 to 20 form an integral part of these special purpose financial statements. $M_{\odot}$

Chief Financial Officer

Chief Executive Officer

Elivi Director

CYAN LIMITED SPECIAL PURPOSE STATEMENT OF CHANGES IN EQUITY FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

	Share capital		Capital reserves		Revenue reserves
	Issued, subscribed and paid-up	Reserve for exceptional losses (Note 10.1)	Capital gain reserve (Note 10.2)	Unappro- priated profit	Remeasure- ment on post retirement benefits obligation - net of tax	Surplus on revaluation of investments at fair value through other comprehensive income	Total Reserves	Total
					(Rupees in '000)--
Balance as at January 1, 2024	615,591	10,535	2,553	393,720	3.129	513.536	923,473	1,539,064
Total comprehensive income for the year ended December 31, 2024
Profit after taxation for the year				557,684			557,684	557,684
Other comprehensive income					156	117.754	117,910	117,910
				557,684	156	117,754	675,594	675,594
Transactions with owners
Interim dividend @ Rs. 4 per share for the year ended December 31, 2024				(246, 236)	٠	٠	(246.236)	(246.236)
			$\overline{a}$	(246, 236)	×.	×.	(246, 236)	(246, 236)
Balance as at December 31, 2024	615,591	10,535	2,553	705,168	3,285	631,290	1,352,831	1,968,422
Balance as at January 1, 2025	615,591	10,535	2.553	705,168	3,285		631,290 1,352,831 1,968,422
Total comprehensive income for the ten months period ended October 31, 2025
Profit after taxation for the period				439,270			439,270	439,270
Other comprehensive income						313,746	313,746	313,746
				439,270		313,746	753,016	753,016
Transactions with owners
Final dividend @ Re. 1 per share for the year ended December 31, 2024				(61.559)		۰	(61, 559)	(61, 559)
Interim dividend @ Rs. 4 per share for the year ending December 31, 2025				(246, 236)			(246.236)	(246.236)
			٠	(307, 795)	٠	$\overline{a}$	(307, 795)	(307, 795)
Balance as at October 31, 2025	615,591	10,535	2,553	836,643	3,285	945,036	1,798,052	2,413,643
The annexed notes from 1 to 20 form an integral part of these special number financial statements

Chief Financial Officer

Chief Executive Officer

Director

CYAN LIMITED SPECIAL PURPOSE STATEMENT OF CASH FLOWS FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

	Note	l en months ended October 31, 2025	Year ended December 31, 2024 -- (Rupees in '000) --------
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation		575,820	673,945
Adjustment for non cash charges and other items:
Depreciation on fixed assets	4.1	390	661
Amortisation of intangible assets	5	8	19
Gain on sale of investments - net		(24, 257) (2, 473)	(167, 626) (3,645)
Amortisation income on Pakistan Investment Bond		66	365
Gratuity expense Levy charged for the year	16	18,160	15,659
Provision for Sindh Workers Welfare Fund		12,122	21,759
Unrealised gain on revaluation of investments carried
at fair value through profit or loss - net	7.4	(500, 167)	(464, 160)
		(496, 151)	(596, 968)
Operating profit before working capital changes		79,669	76,977
(Increase)/decrease in current assets
Other receivables		137	(132)
Advances and short-term prepayments		(631)	(11)
		(494)	(143)
(Decrease) / increase in current liabilities Trade and other payables		(20, 248)	19,796
Net cash generated from operations		58,927	96,630
Proceeds from sale of investments		828,126	1,948,125
Purchase of investments		(500, 562)	(1,759,406)
Taxes and levy paid		(15, 383)	(17, 314)
Gratuity contribution paid		(382)	(397)
		311,799	171,008
Net cash generated from operating activities		370,726	267,638
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment		44	30 ^°
Net cash generated from investing activities		44	30
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid		(305, 404)	(245, 256)
Net cash used in financing activities		(305, 404)	(245, 256)
Net increase in cash and cash equivalents		65,366	22,412
Cash and cash equivalents at the beginning of the year		26,504	4,092
Cash and cash equivalents at the end of the year	8	91,870	26,504

The annexed notes from 1 to 20 form an integral part of these special purpose financial statements.

$M_{\textrm{c}}$

Chief Financial Officer

Chief Executive Officer

Jun Director

CYAN LIMITED NOTES TO AND FORMING PART OF THE SPECIAL PURPOSE FINANCIAL STATEMENTS FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

1. LEGAL STATUS AND OPERATIONS

Cyan Limited ("the Company"), is a public limited company incorporated in Pakistan on April 23, 1960 under $1.1$ the repealed Companies Act, 1913 (now the Companies Act, 2017). The Company is listed on the Pakistan Stock Exchange. The registered office of the Company is situated at 9th Floor Dawood Centre, Moulvi Tamizuddin Khan Road, Karachi. The Company is a subsidiary of Dawood Corporation (Private) Limited (the Parent Company) which holds 64.70% (December 31, 2024: 64.70%) share capital of the Company.

The Company is engaged in making equity investments in companies with high growth potential.

In 2011, the Board of Directors and shareholders of the Company approved a business restructuring plan $1.2$ (BRP), by virtue of which the Company discontinued its insurance business and continues to undertake only strategic and portfolio investment business and investments in other financial instruments. On November 30, 2011, the Securities and Exchange Commission of Pakistan (SECP), in exercise of its powers under section 9(2) of the Insurance Ordinance, 2000, de-registered the Company as an insurer and revoked its insurance license to carry on insurance business.
During the period, and as disclosed to the Pakistan Stock Exchange (PSX) vide the Company's notification $1.3$ dated October 28, 2025, the Board of Directors of the Company has granted in principle approval to the proposal for amalgamating the Company with Dawood Lawrencepur Limited and DH Partners Limited through a Scheme of Arrangement under Sections 279 to 283 of the Companies Act, 2017 ("Proposed Amalgamation"). The Proposed Amalgamation remains subject to final approval of the respective Boards and shareholders of the companies, as well as receipt of all requisite corporate, regulatory, and third-party approvals, and the sanction of the High Court.
These special purpose financial statements have been prepared in relation to the Scheme of Arrangement $1.4$ (as disclosed in note 1.3 above), therefore, these may neither be suitable nor used for another purpose.

BASIS OF PREPARATION 2.

$2.1$ Basis of measurement

These special purpose financial statements have been prepared under the historical cost convention except as otherwise stated.

$2.2$ Statement of compliance

These special purpose financial statements have been prepared in accordance with the material accounting policies as stated in note 3 below, which in most of the cases conform to the International Financial Reporting Standards (IFRS Accounting Standards) issued by the International Accounting Standards Board (IASB) as notified under the Companies Act, 2017 except for the following requirements taking into account the specific purpose of these special purpose financial statements (as stated in note 1.4 above):

IAS 34, 'Interim financial reporting' requires that the amounts relating to the ten months period ended October 31, 2025 as stated in the special purpose statement of profit or loss and other comprehensive income, special purpose statement of changes in equity and special purpose statement of cash flows are compared with the comparable period of the preceding financial year i.e. ten months period ended October 31, 2024. However, the corresponding figures stated in the special purpose statement of profit or loss and other comprehensive income, special purpose statement of changes in equity and special purpose statement of cash flows are for the year ended December 31, 2024, therefore, not comparable.
The detailed disclosures required under IAS 19 'Employee Benefits' and IFRS 7 'Financial Instruments' have not been included in these special purpose financial statements.

This collectively here-in-after is referred as 'the applicable financial reporting framework'.

Initial application of Standards, Amendments or improvements to applicable financial reporting $2.3$ framework

a) Amendments to applicable financial reporting framework that became effective during the period

There are certain amendments to applicable financial reporting framework that became applicable to the Company effective on January 1, 2025, however these do not have any material impact on the Company's financial reporting and, therefore, have not been disclosed in these special purpose financial statements.

b) Standards or amendments to applicable financial reporting framework that are not yet effective and have not been early adopted by the Company

There are standards and certain amendments to applicable financial reporting framework that are not effective and have not been early adopted by the Company. The new standards include IFRS 18 'Presentation and Disclosure in Financial Statements' and IFRS 19 'Subsidiaries without Public Accountability: Disclosures' both with applicability date of January 1, 2027 as per IASB. These standards will become part of the Company's financial reporting framework upon adoption by the SECP. The overall amendments include those made to IFRS 7 and IFRS 9 which clarify the date of recognition and derecognition of a financial asset or financial liability which are applicable effective January 1, 2026. The Company's management at present is in the process of assessing the full impacts of these new standards and the amendments and is expecting to complete the assessment in due course.

$2.4$ Functional and presentation currency

These special purpose financial statements are presented in Pakistan Rupee, which is the Company's functional and presentation currency.

$2.5$ Use of estimates and judgments

The preparation of financial statements in conformity with the applicable financial reporting framework requires the management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, income and expenses. It also requires the management to exercise judgment in application of its accounting policies. The estimates, judgments and associated assumptions are based on the management's experience and various other factors that are believed to be reasonable under the circumstances. These estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. The areas where various assumptions and estimates are material to these special purpose financial statements or where significant judgment was exercised in application of accounting policies are as follows:

(a) Classification and measurement of investments (notes 3.5 and 7).

(b) Current and deferred taxation (notes 3.3.1, 11 and 16).

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

$3.$ MATERIAL ACCOUNTING POLICY INFORMATION

The material accounting policies applied in the preparation of these special purpose financial statements are set out below. These policies have been consistently applied to all the periods / years presented, unless otherwise stated.

$3.1$ Property and Equipment

Owned

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets' carrying amount or recognised as a separate asset, as appropriate, only when it is possible that the future economic benefits associated with the items will flow to the Company and the cost of the item can be measured reliably. Maintenance and normal repairs are charged to the profit or loss as and when incurred.

Depreciation on fixed assets is charged to the profit or loss by applying the reducing balance method except in the case of cell phones in which case the straight line method is applied, whereby the depreciable amount of an asset is written-off over its estimated useful life at the rates specified in note 4. The assets' residual values, useful lives and methods are reviewed and adjusted, if appropriate at each financial year end. Depreciation is charged on additions from the month the asset is available for use and on disposals up to the month preceding the month of disposal.

An item of fixed asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gain or loss on disposal of fixed assets is charged to the profit or loss during the period in which the asset is disposed of.

$3.2$ Intangible assets

Intangible assets comprise software license, and are stated at cost less accumulated amortisation and accumulated impairment losses, if any. Amortisation is charged over the useful life of the asset on a systematic basis to profit or loss by applying the straight line method at the rates specified in note 5.

$3.3$ Taxation and levy

Taxation $3.3.1$

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit or loss, except to the extent that it relates to items recognised in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity respectively.

Current taxation

Provision for current taxation is based on taxable income at the enacted or substantively enacted rates of taxation after taking into account available tax credits and rebates, if any. The charge for current tax includes adjustments to charge for prior years, if any.

Deferred taxation

Deferred tax is recognised using the balance sheet liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts appearing in the financial statements at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that the temporary differences will reverse in the future and taxable income will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the reporting date.

3.3.2 Levy

In accordance with Income Tax Ordinance, 2001 (Ordinance), computation of final taxes is not based on taxable income. Therefore, as per IAS 12 Application Guidance on Accounting for Minimum Taxes and Final Taxes issued by the Institute of Chartered Accountants of Pakistan (ICAP), these fall within the scope of IFRIC 21 / IAS 37 and accordingly are classified as levy.

$3.4$ Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at banks, deposits, short term placements with banks and short term borrowings which form an integral part of the Company's cash management and are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

$3.5$ Financial assets

Financial assets are recognised at the time the Company becomes a party to the contractual provisions of the instruments. These are initially recognised at fair value plus transaction costs except for financial assets carried 'at fair value through profit or loss'. Financial assets carried 'at fair value through profit or loss' are initially recognised at fair value and transactions costs are recognised in the profit or loss.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Any gain or loss on derecognition of financial assets is taken to the profit or loss except for investment in equity securities classified as fair value through other comprehensive income.

Regular purchases and sale of financial assets are recognised on the trade date, the date on which the Company commits to purchase or sell the asset.

The management of the Company determines the appropriate classification of its investments at the time of purchase and classifies its investments at fair value through profit or loss, fair value through other comprehensive income or amortised cost. The classification depends on the purpose for which the investments were acquired.

Classification and subsequent measurement of financial assets

The Company classifies all of its financial assets, other than equity instruments, based on two criteria: a) the Company's business model for managing the assets; and b) whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding (the 'SPPI test'), The financial assets are measured at either:

amortised cost.
fair value through other comprehensive income (FVOCI), or
fair value through profit or loss (FVPL).

At initial recognition, the Company may elect to classify irrevocably some of its equity investments as equity instruments at FVOCI when they are not held for trading. Such classification is determined on an instrument-byinstrument basis. The remaining equity investments are carried at fair value through profit or loss.

Financial assets at amortised cost

Financial assets at amortised cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets, impairment losses and gain or loss arising on derecognition are recognised in profit or loss. The carrying amount of these assets is adjusted by any expected credit loss allowance.

Financial assets at fair value through other comprehensive income

FVOCI equity instruments are subsequently measured at fair value with gains and losses arising due to changes in fair value recognised in other comprehensive income (OCI), cumulative gains and losses previously recognised in OCI can never be recycled to profit or loss. Dividends are recognised in profit or loss as return on investments when the right of the payment has been established. Equity instruments at FVOCI are not subject to an impairment assessment.

Financial assets at fair value through profit or loss

Financial assets in this category are those that are held for trading, equity instruments not elected to be classified at fair value through other comprehensive income, or are mandatorily required to be measured at fair value under IFRS 9.

$3.6$ Financial liabilities

Financial liabilities are recognised at the time when the Company becomes a party to the contractual provisions of the instruments. These are initially recognised at fair values and subsequently stated at amortised cost.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expired. Any gain or loss on derecognition of financial liabilities is taken to the profit or loss.

$3.7$ Off-setting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount is reported in the special purpose financial statements only when there is a legally enforceable right to set off the recognised amount and the Company intends either to settle on a net basis, or to realize the assets and to settle the liabilities simultaneously.

$3.8$ Impairment

3.8.1 Financial assets

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with its debt instrument assets carried at amortised cost and FVOCI. The Company recognises a loss allowance for such losses at each reporting date. The measurement of ECL reflects:

an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
the time value of money; and
reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company considers a financial asset to be in default when:

The counterparty is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising collateral (if any is held); or
The financial asset is more than 90 days past due.

Financial assets are written off where there is no reasonable expectation of recovery and a failure to make contractual payments for a period of more than three years after its due date.

Non-financial assets $3.8.2$

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Non-financial assets that suffer an impairment are reviewed for possible reversal of the impairment at each reporting date.

$3.9$ Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

3.10 Revenue recognition

i) Dividend income on equity securities is recognised in the profit or loss when the right to receive the dividend is established.
ii) Realised capital gain / (losses) arising on sale of investments classified as financial assets 'at amortised cost' or 'at fair value through profit or loss' are recognised in the profit or loss on the date at which the transaction takes place.
iii) Unrealised capital gains / (losses) arising on mark to market of investments classified as 'Financial assets at fair value through profit or loss' (FVPL) and at 'fair value through other comprehensive income' (FVOCI) are recognised in the profit or loss and other comprehensive income respectively in the period in which they arise.
iv) Income on government securities is recognised on time proportion basis using the effective yield method.
v) Income on bank deposits and placements is recognised on accrual basis using the effective interest method.

$3.11$ Employee retirement benefits

3.11.1 Defined contribution plan

The Company operates a recognised contributory provident fund scheme for all its eligible employees. Equal contributions are made by the Company and the employees at the rate of 15% of the basic salary.

3.11.2 Defined benefit plan

The Company operates funded approved gratuity fund for all permanent employees who have completed the minimum qualifying period which is 6 months of service. Contributions to the fund are made in accordance with actuarial valuation using the Projected Unit Credit Method. Amounts arising as a result of remeasurements, representing actuarial gains and losses are recognised in equity through 'other comprehensive income' as they occur.

3.12 Earnings per share (EPS)

The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares.

$3.13$ Dividend declaration and reserve appropriations

Dividend distribution and reserve appropriations are recorded in the period in which the distribution and appropriations are approved.

PROPERTY AND EQUIPMENT		Note	2025	October 31, December 31, 2024 (Rupees in '000) -------
Property and equipment		4.1	1,528	1,962
Property and equipment
	fixtures	equipment	Vehicles	Total

At January 1, 2025 Cost	130	4,018	5,361	9,509 (7, 547)
Opening net book value	36	658	1,268	1,962
Disposals during the period
Cost	۰			(183)
Accumulated depreciation			۰	139
	٠			(44)
				(390)
				1,528

Cost	130	3,835	5,361	9,326
Accumulated depreciation	(97)		(4, 304)	(7, 798)
Net book value as at October 31, 2025	33	438	1,057	1,528
Rate of depreciation	10%		20%
	Accumulated depreciation Depreciation charge for the period Closing net book value At October 31, 2025	Furniture and (94) (3) 33	Office 139 438	As at October 31, 2025 (Rupees in '000) (4,093) (3,360) (183) (44) (211) (176) 1,057 (3, 397) 33% & 50%

		As at December 31, 2024
	Furniture and fixtures	Office equipment	Vehicles	Total
		(Rupees in '000) -
At January 1, 2024
Cost	130	4,158	5,361	9,649
Accumulated depreciation	(90)	(3, 130)	(3,776)	(6,996)
Opening net book value	40	1,028	1,585	2,653
Disposals during the year
Cost		(140)		(140)
Accumulated depreciation		110		110
		(30)	۰	(30)
Depreciation charge for the year	(4)	(340)	(317)	(661)
Net book value as at December 31, 2024	36	658	1,268	1,962
As at December 31, 2024
Cost	130	4,018	5,361	9,509
Accumulated depreciation	(94)	(3, 360)	(4,093)	(7, 547)
Closing net book value	36	658	1,268	1,962
Rate of depreciation	10%	33% & 50%	20%

		October 31, 2025 -----------			December 31, 2024 -------------
	Computer softwares	Others	Total	Computer softwares	Others	Total
		(Rs. in '000) -----------			------------ (Rs. in '000) -
At January 1
Cost	7,462	98	7,560	7,462	98	7,560
Accumulated amortisation	(7, 462)	(60)	(7, 522)	(7, 462)	(41)	(7, 503)
Opening net book value		38	38		57	57
Amortisation charge for
the period / year		(8)	(8)		(19)	(19)
Closing net book value		30	30		38	38
At October 31 / December 31
Cost	7,462	98	7,560	7,462	98	7,560
Accumulated amortisation	(7,462)	(68)	(7, 530)	(7, 462)	(60)	(7, 522)
Closing net book value		30	30		38	38
Rate of amortisation	33.33%	10.00%		33.33%	10.00%

			Note	2025	October 31, December 31, 2024
6.		LONG-TERM INVESTMENTS			-------- (Rupees in '000) --------
		Investments carried at fair value through other comprehensive income	6.1	1,127,685	779,079
		Investments carried at amortised cost	6.2	52,354	$\overline{\phantom{a}}$
	L Th			1,180,039	779,079

$6.1$ Investments carried at fair value through other comprehensive income

Quoted shares - related party		Number of shares	Cost		Market value
Name of investee company		October 31, 2025 December 31, 2024			October 31, 2025 October 31, 2025 December 31, 2024
				--------------- Rupees in '000'----------------
Dawood Lawrencepur Limited Equity held: 5% (December 31, 2024: 5%)	2,965,095	2,965,095	222,111	1,127,685	779,079

Upon maturity of the previously held Pakistan Investment Bond (PIB) on August 4, 2025 after completing the $6.2$ maturity period of three years (note 7.1), the Company has purchased a five year PIB which is held with the State Bank of Pakistan as statutory deposit in accordance with the requirements of clause (a) of sub section 2 of section 29 of the Insurance Ordinance, 2000. The PIB has a face value of Rs 50 million and market value of Rs 49.15 million as at October 31, 2025 (December 31, 2024: Rs 49.44 million). This will be released once the outstanding claims and balances relating to insurance business are settled. The PIB carries a yield at 12.51% (December 31, 2024: 19.25%) per annum payable at six months interval. The PIB will mature on November 14, 2029.

		Note	2025	October 31, December 31, 2024
7.	SHORT-TERM INVESTMENTS			-------- (Rupees in '000) --------
	Investments carried at amortised cost	7.1	3,000	52,606
	Investments carried at fair value through OCI	7.2
	Investments carried at fair value through profit or loss	7.3	1,564,556	1,367,971
			1,567,556	1,420,577
7.1	Investments carried at amortised cost
	Deposit maturing within one month	7.1.1	3.000	3,000
	Pakistan Investment Bond	6.2		49,606
			3.000	52,606

This 'Term Deposit Receipt' carries mark-up at the rate of 9% per annum (December 31, 2024: 9% per annum) and $7.1.1$ is due to mature on November 7, 2025 (December 31, 2024: January 15, 2025). This has been pledged against guarantee issued by a bank amounting to Rs 2.8 million as disclosed in note 13.

Investments carried at fair value through other comprehensive income	Note	October 31, December 31, 2025 -------- (Rupees in '000) --------
Un-quoted shares	7.2.1	٠	۰
Un-quoted debentures	7.2.2	$\qquad \qquad \blacksquare$
		$\,$

Un-quoted shares		Number of shares		Cost
		October 31, 2025 December 31, 2024 October 31, 2025 December 31, 2024
Name of investee company				--------- Rupees in '000'---------
Bankers Equity Limited (BEL) - cost	13,465	13,465	117	117
Less: Provision for impairment			(117)	(117)
Carrying value			$\overline{\phantom{a}}$	۰

BEL is in the process of liquidation, therefore, the fair value is considered nil.

7.2.2	Un-quoted debentures	Number of bonds		Cost
			October 31, 2025 December 31, 2024 October 31, 2025		December 31, 2024
	Name of investee company				--------- Rupees in '000'---------
	Hyson Sugar Mills Limited - cost Less: Provision for impairment Carrying value	120	120	60 (60)	60 (60)
7.3	Investments carried at fair value through profit or loss		Note	2025	October 31, December 31, 2024 -------- (Rupees in '000) --------
	Quoted shares Open-ended mutual funds units		7.3.1 7.3.2	1,562,162 2,394 1.564.556	1,348,291 19,680 1.367.971

Name of investee company	Number of shares October 31, 2025 December 31, 2024 October 31, 2025 October 31, 2025 December 31, 2024		Cost		Carrying value

				Rupees '000'------------
Cement
Attock Cement Pakistan Limited	125,000		36,980	35,864
Gharibwal Cement Limited		600,000	٠	$\blacksquare$	31,146
			36,980	35,864	31,146
Commercial banks
Faysal Bank Limited	10		1	1 908.293
United Bank Limited (note 7.3.1.1)	2,360,000	1,180,000	451,031		451,031
			451.032	908.294	451,031
Oil and gas exploration companies
Oil & Gas Development Company Limited Pakistan Petroleum Limited	1,174,500	1.174.500	291,447	301.459	266,917 257,287
		1,264,000	291,447	301,459	524,204
Power Generation & Distribution
K-Electric Limited		2,350,000	$\blacksquare$	٠	13,160
Nishat Chunian Power Limited		1,000,000	$\overline{a}$	$\overline{\phantom{a}}$	26,970
					40,130
Oil and gas marketing companies
Sui Northern Gas Pipelines Limited		190,000			21,269

Chemical
Lucky Core Industries Limited	50	10	11	15	11
Nimir Industrial Chemicals Limited	10	10	1	$\overline{a}$	1
			12	17	12
Technology and communication
Systems Limited	1,180,000	296,000	146,662	181,980	183,949

Pharmaceuticals
Highnoon Laboratories Limited	30,000	30,000	27,547	34,081	27,547
Engineering
Ghandhara Industries Limited		50,000			30,382

Fertilizer
Fauji Fertilizer Company Limited	46,620	46,620	22,220	22,791	17,078

Glass and Ceramics
Tariq Glass Industries Limited	117,298	100	28,178	22,797	16
Synthetic and Rayon
Image Pakistan Limited		1,000,100			21,512

Food and personal care products
National Foods Limited	150,000		57,770	54,863
Shezan International Limited	10		2	з
Colgate-Palmolive (Pakistan) Limited	10	10	15	13	15
			57,787	54,879	15
			1,061,865	1,562,162	1,348,291

7.3.1.1 0.2 million shares of United Bank Limited having market value of Rs. 76.97 million as at October 31, 2025 have been pledged as collateral in favor of National Clearing Company of Pakistan Limited against exposure margins and mark to market losses.

Open-ended mutual funds units		Number of units			Carrying value
Name of the fund		October 31, 2025 December 31, 2024	October 31, 2025		October 31, 2025 December 31, 2024
				---------------- Rupees '000'----------------
NBP Government Securities Liquid Fund (note 7.3.2.1)	224.846	224,846	2.524	2.394	2.524
MCB Cash Management Optimizer Fund	۰	154,103	۰	$\overline{\phantom{a}}$	17,156
Cost as at October 31, 2025			2,524	2,394	19,680
Carrying value as at October 31, 2025			2,394
Unrealised loss on units of open-ended mutual funds			(130)

7.3.2.1 223,873 units (December 31, 2024: 223,873 units) of NBP Government Securities Liquid Fund having a market value of Rs. 2.38 million (December 31, 2024: Rs. 2.51 million) have been kept under pledge with National Bank of Pakistan.

7.4	Surplus on re-measurement of investments classified	Note	2025	October 31, December 31, 2024
	as financial assets at fair value through profit or loss - net			-------- (Rupees in '000) -------
	Fair value of investments	7.3.1 & 7.3.2	1,564,556	1,367,971
	Less: cost of investments	7.3.1 & 7.3.2	1,064,389	903,811
			500.167	464,160
8.	CASH AND BANK BALANCES
	Cash in hand		15
	Balances with banks in:
	Current accounts		440	18
	Savings accounts	8.1	91,415	26,485

This represents balance maintained with banks carrying profit at the rate of 9.25% (December 31, 2024: 10%) per $8.1$ annum.

91,855

91,870

26,503

26,504

9. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

October 31, December 31, 2025 (Number of shares)	2024		2025	October 31, December 31, 2024 -------- (Rupees in '000) --------
250,000	250,000	Ordinary shares of Rs. 10 each fully paid in cash Ordinary shares of Rs. 10 each issued as fully	2,500	2,500
61,309,108	61,309,108	paid bonus shares	613,091	613,091
61,559,108	61,559,108		615,591	615,591

All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled $9.1$ to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.
As at October 31, 2025, related parties held 50,332,698 (December 31, 2024: 50,331,898) ordinary shares of Rs. 10 $9.2$ each.
As at October 31, 2025, Dawood Corporation (Private) Limited holds 64.70% (December 31, 2024: 64.70%) shares $9.3$ of Cyan Limited.

		Note	2025	October 31, December 31, 2024
10.	RESERVES			-------- (Rupees in '000) -------
	Capital reserves comprises of:
	Reserve for exceptional losses	10.1	10.535	10,535
	Capital gain reserve	10.2	2.553	2,553
			13,088	13,088
	Revenue reserves comprises of:
	Unappropriated profit		836,643	705,168
	Remeasurement on post retirement benefits obligation		3.285	3.285
	Surplus on revaluation of investments carried at fair value through
	other comprehensive income		945,036	631,290
			1,784,964	1,339,743
			1.798.052	1.352.831

$10.1$ The reserve for exceptional losses is a specific purpose reserve created to provide for possible losses on exceptional insurance claims which the Directors do not consider to be available for dividend distribution.

The reserve for capital gains is a specific purpose reserve created to provide for possible losses on exceptional $10.2$ capital losses which the Directors do not consider to be available for dividend distribution.

11.	DEFERRED TAXATION - NET	Note	2025	October 31, December 31, 2024 -------- (Rupees in '000) --------
	Deferred tax liability	11.1	268,221	108,177
	Deductible temporary differences arising on:
	Unused tax losses		(6, 677)	(28, 303)
	Accelerated tax depreciation		(169)	(182)
			(6, 846)	(28, 485)
	Taxable temporary differences arising on:
	Staff gratuity - defined benefit obligation		131	39
	Unrealized gain on revaluation of investments		184,380	80,927
	Surplus on fair value of investments carried at fair value through
	other comprehensive income		90,556	55,696
			275,067	136,662
			268,221	108,177
11.1	Reconciliation of deferred tax liability / (asset)
	Opening balance - liability / (asset)		108,177	(19, 119)
	Recognised in profit or loss	16	125,184	104,886
	Recognised in other comprehensive income		34,860	22,410
	Closing balance		268,221	108,177
Aı

		Note	2025	October 31, December 31, 2024 -------- (Rupees in '000) -------
12.	TRADE AND OTHER PAYABLES
	Payable to National Clearing Company of Pakistan (NCCPL)
	against purchase of shares			20,948
	Levy payable		3,436	3,132
	Amounts due to other insurers / reinsurers	1.2	587	587
	Accrued expenses	12.1	3.575	3,582
	Provision for outstanding claims	1.2	5.311	5,311
	Payable to Sindh Workers' Welfare Fund (SWWF)		33,881	21,759
	Other creditors and accruals		1,011	304
			47,801	55,623

CONTINGENCIES AND COMMITMENTS 13. 2,800 Guarantees issued on behalf of the Company by a commercial bank 13.1 Matters relating to taxation are disclosed in note 17.3. 13.2 Ten months ended October 31, 2025 --- (Rupees in '000) ------- RETURN ON INVESTMENTS 14. 7,262 14.1 Return on investments carried at amortised cost Return on investments carried at fair value through 14,825 14.2 other comprehensive income 83,335 14.3 Return on Investments carried at fair value through profit or loss 105,422 Return on investments carried at amortised cost 14.1 7,045 Interest income on Pakistan Investment Bond 217 Profit on term deposits receipts 7,262 Return on investments carried fair value through other 14.2 comprehensive income 14,825 Dividend income on quoted shares - a related party Return on investments carried at fair value through profit or loss 14.3 Dividend income on: 95,177 82,994 Quoted shares 341 Units of open-ended mutual funds 83,335 Aq		Note	2025	October 31, December 31, 2024 -------- (Rupees in '000) -------

				2,800

				Year ended December 31, 2024

				9,140
				8,895
				95,496
				113,531

				8,645
				495
				9,140

				8,895


				319
				95,496

OPERATING EXPENSES	Note	Ten months ended October 31, 2025	Year ended December 31, 2024 -------- (Rupees in '000) --------
Salaries, wages and other benefits	15.1 & 15.2	9.831	14,419
Fees and subscription		3,649	4,025
Brokerage and commission expense		1,944	3,601
Legal and professional charges		5,470	6,078
Rent, rate and taxes		1,289	1,512
Travelling and communication expenses		1,172	1,341
Printing and stationery		809	1,199
Bank and settlement charges		693	985
Repairs, renewal and decoration		421	480
Depreciation on property and equipment	4.1	390	661
Insurance		326	717
Entertainment		193	497
Advertisement, promotion and event expenses		69	40
Utilities		39	65
Vehicle running expenses		9	63
Amortisation of intangibles	5	8	19
Postage charges		4	18
Employee training fee			13
		26,316	35,733

$15.1$ This includes Rs. 0.12 million (December 31, 2024: Rs. 0.606 million) in respect of contributions to the staff provident fund.
This includes expense amounting to Rs. 0.066 million (December 31, 2024: Rs. 0.365 million) in respect of $15.2$ employees' gratuity scheme.

LEVY AND TAXATION	Note	Ten months ended 2025	Year ended October 31, December 31, 2024 -------- (Rupees in '000) --------
Levy	16.1	18,160	15,659
Current tax - for the period / year - for prior year		11,366 $\qquad \qquad \blacksquare$ 11,366	11,079 296 11,375
Deferred		125,184 136,550	104,886 116,261

16.1 This represents final taxes paid under section 5 - 'Tax on dividends' of the Income Tax Ordinance, 2001 (the Ordinance), representing levy in terms of requirements of IFRIC 21.

Aggregate of tax charged in terms of the Income Tax Ordinance. 2001 is as follows: 16.2

	months ended 2025	Year ended October 31, December 31, 2024 -------- (Rupees in '000) -------
Current tax representing income tax under IAS 12	11,366	11,375
Levy in terms of requirements of IFRIC 21	18,160	15,659
Difference	29.526	27,034

Tax returns have been filed up to the Tax Year 2025 (Accounting year December 31, 2024) and are deemed as 16.3 assessments completed in terms of section 120(1) of the Income Tax Ordinance, 2001. However, the Company and the Tax Department have filed appeals in respect of certain assessment years as detailed in notes 16.3.1 to 16.3.6.

The management, based on the opinions of the tax expert is confident about the favourable outcome of these matters and hence, no provision has been maintained in the books of account.

16.3.1 The Additional Commissioner of Inland Revenue has passed an order under section 122(5A) of the Income Tax Ordinance, 2001 for the tax year 2004 on account of apportionment of management and general expenses against capital gain and dividend income resulting in an additional tax liability of Rs 2.289 million. The matter was contested before the Commissioner of Inland Revenue, (Appeal-1) LTU and addition was deleted. The department went in appeal on this issue before the Appellate Tribunal Inland Revenue, which adjudicated the matter in favour of the Company. The Commissioner Inland Revenue filed an application in the High Court of Sindh which was decided in favour of the Company. The Commissioner Inland Revenue has filed a civil review petition in the Supreme Court of Pakistan against the judgment of the High Court of Sindh which is pending.
16.3.2 For the Tax Year 2007, the return filed by the Company was amended by the Deputy Commissioner of Income Tax by making certain additions to taxable income resulting in additional tax demand of Rs. 14.04 million. These additions were disputed by the Company at various appellate levels including Appellate Tribunal Inland Revenue (ATIR) where relief to the Company was provided. The Commissioner Inland Revenue filed appeal in the High Court of Sindh against the order of the ATIR on deletion of addition on account of proration of expenses allocated under section 67 of the Income Tax Ordinance, 2001 of Rs. 37.42 million (tax impact of Rs. 13.03 million), which was adjudicated in favour of the Company. The Commissioner Inland Revenue has filed a civil review petition in the Supreme Court of Pakistan against the judgment of the High Court of Sindh which is pending.
16.3.3 For Tax Year 2014, the Company had filed appeals before the Appellate Tribunal Inland Revenue (ATIR) against the original appellate order and the rectified appellate order passed by the Commissioner (Appeals). The main issue in appeal was the calculation of capital gain under section 37A by the DCIR by taking accounting capital gain of Rs 483.484 million against the taxable gain shown in the income tax return amounting to Rs 286.28 million, having a tax implication of Rs 19.37 million. The appeals were dismissed by the ATIR vide combined appellate order dated November 20, 2023. Consequently, the Company filed a reference before the High Court of Sindh and had obtained a stay order against the recovery of the tax demand. The High Court of Sindh, vide its order dated March 21, 2025, has remanded the case back to the ATIR with the direction to decide the matter afresh and to pass a reasoned order after providing an opportunity of being heard to the parties.
16.3.4 For the Tax years 2014, 2015 and 2016, the tax department has filed appeal before the Appellate Tribunal on the matter of deletion of Alternative Corporate Tax (ACT) under section 113C amounting to Rs. 90.32 million, Rs. 37.46 million and Rs. 8.685 million respectively by the Commissioner (Appeals). The appeal is pending for hearing.
16.3.5 For the Tax years 2016 and 2017, Assistant Commissioner (AC) Sindh Revenue Board passed an order levying Sindh Worker's Welfare Fund (SWWF) of Rs. 25.834 million (including penalty of Rs. 1.230 million) by holding the Company as a "Financial Institution". The Company has contested the levy of SWWF on the basis that it does not meet the definition of Financial Institution. In this connection, a constitutional petition No. 4043 of 2021 has been filed before the High Court of Sindh. The High Court in its order dated June 24, 2021 has directed the department to refrain from taking coercive measures for recovery of the tax demand raised. The final decision on the matter is still pending.
16.3.6 For the Tax year 2022, Deputy Commissioner (DC) Sindh Revenue Board passed an order levying Sindh Worker's Welfare Fund (SWWF) demand of Rs. 5.853 million under Section 5(4) of the Sindh Workers Welfare Fund Act, 2014 by holding the Company as a "financial institution". The Company has contested the levy of SWWF on the basis that it does not meet the definition of financial institution. Appeal against the aforesaid order was filed before the Commissioner (Appeals) Sindh Revenue Board (SRB). Stay order against the recovery of demand has been obtained from the Commissioner Appeals, SRB. The appeal is currently pending.

16.4	Relationship between taxation and accounting profit	Ten months Year ended ended October 31, December 31, 2025 2024 -------- (Rupees in '000) -------
	Profit before taxation	575,820 673,945
	Tax at applicable rate of 29% (2024: 29%)	166,988 195,444
	Impact of FTR income and related levy - net	(24, 274) (21, 999)
	Tax impact of prior year	296
	Impact of income taxed at a lower rate of tax	(98, 300) (20, 581)
	Impact of super tax	9,707 8.065
	Others	2,435 35,030
		136,550 116,261

17. EARNINGS PER SHARE - basic and diluted

There is no dilutive effect on the basic earnings per share of the Company, which is based on:

Net profit for the year attributable to ordinary shareholders	439,270	557,684
	----------(Number of shares)----
Weighted average number of ordinary shares outstanding during the year	61,559,108	61,559,108
	--------------(Rupees)---------------
Basic and diluted earnings per share	7.14	9.06

18. TRANSACTIONS AND BALANCES WITH RELATED PARTIES

Related parties comprise companies with common directors, group companies, associated companies, defined contribution fund and defined benefit fund, directors and key management personnel and their close family members. Transactions with related parties are entered into at rates negotiated with them. Remuneration to key management personnel are in accordance with their terms of engagement.

		Ten months ended	Year ended
18.1	Transactions with related parties during the period / year	October 31,	December 31,
		2025	2024
			-------- (Rupees in '000) --------
	Parent company
	Dividend paid	199,146	159,315
	Associated companies
	Expenses against shared services	3,873	5,275
	Reimbursement of other expenses	1,034	694
	Dividend income	14,825	8,895
	Dividends paid	6,984	5,587
	Cost charged for services rendered	468	4,210
	Other related parties
	Dividends paid	45,525	39,238
	Provision for staff retirement gratuity fund	66	397
	Contributions to staff provident fund	129	606
	Key management personnel
	Director fee	650	1,000
	Remuneration	5,778	11,223
	Dividend paid
18 つ	Ralances with related parties are disclosed in notes 19.1.18.1 and 18.3.

lances with related parties are disclosed in notes 12.1, 16.1 and 16.2. AB

SHORT TERM RUNNING FINANCE 19.

Following short term running finance facility is available to the Company as at the reporting date:

Bank name	Financing facility	Unutilized amount
		October 31, December 31, October 31, December 31,
	2025	2024	2025	2024
		---------(Rupees in '000)-------- ----------(Rupees in '000)---------
Bank Al-Habib Limited - conventional	500,000	500,000	500,000	500,000

The facility will be expired on September 30, 2026 and is unavailed as at the reporting date.

20. GENERAL

$20.1$ Corresponding figures and balances have been rearanaged and / or reclassified, where considered necessary, for the purpose of comparison and better presentation the effects of which are not material.
These special purpose financial statements were authorised for issue on December 5, 2025 by the Board of 20.2 Directors of the Company.

Chief Financial Officer

Chief Executive Officer

am Director

STATEMENT UNDER SECTION 281 OF THE COMPANIES ACT, 2017 READ WITH CLAUSE 3(B) OF THE GUIDELINES ON MERGERS AND AMALGAMATIONS ISSUED BY THE SECP

Company Original No. 19 of 2025 has been filed in the Islamabad High Court in Islamabad under Sections 279 – 282 and 285(8) of the Companies Act, 2017 ("Companies Act") read with Rules 777 to 781 and 953 to 956 of the Sindh Chief Court Rules (Original Side) as adopted by the Islamabad High Court under Section 8 (1)(ii) of the Islamabad High Court Act, 2010, and Rules 19, 20, 55 to 58 of the Companies (Court) Rules, 1997 for sanction of and for passing other orders in respect of the Scheme of Amalgamation among DH Partners Limited ("DHPL"), Cyan Limited ("Cyan") and Dawood Lawrencepur Limited ("DLL") ("Scheme"). In the proceedings, the Court has directed the convening of meetings of the members of DHPL, Cyan and DLL for seeking agreement by the statutory majority of the members of DHPL, Cyan and DLL for the Scheme. A copy of the Scheme is provided with this statement.

The accompanying notice convenes the meetings of members of DHPL, Cyan and DLL as directed by the Court.

The sanctioning of the Scheme and the making of other appropriate orders in connection therewith will be considered by the Court after the Scheme is agreed to by the requisite majority at the meetings being convened for this purpose under the order of the Court, by the members of DHPL, Cyan and DLL.

1. BRIEF OF BACKGROUND OF THE COMPANIES / PARTIES INVOLVED IN SCHEME

DH PARTNERS LIMITED

DHPL was incorporated on May 8, 2024 as a public limited company and is listed on Pakistan Stock Exchange. It has an authorized capital of Rs. 4,850,000,000/- (Pakistani Rupees Four Billion Eight Hundred Fifty Million Only) divided into 485,000,000 (Four Hundred Eighty Five Million) ordinary shares of Rs. 10/- (Pakistani Rupees Ten) each, out of which ordinary shares of the aggregate nominal value of Rs. 4,812,871,160/- (Pakistani Rupees Four Billion Eight Hundred Twelve Million Eight Hundred Seventy One Thousand One Hundred Sixty Only), divided into 481,287,116 (Four Hundred Eighty-One Million Two Hundred Eight Seven One Hundred and Sixten) shares of Rs. 10/- (Pakistani Rupees Ten) each are issued and fully paid.

The principal line of business of DHPL is to invest in shares, bonds, stocks, units of mutual funds or any other securities or its related instruments, or otherwise in all types of real assets and in such manner as may from time to time be determined by DHPL and to hold, or sale such real assets, shares, bonds, stocks, units of mutual funds or any other securities or its related instruments.

Sr. No	Name	Position
1	Hussain Dawood	Chairman
2	Abdul Samad Dawood	Vice Chairman and Director
3	Sabrina Dawood	Director
4	Muhammed Amin	Director
5	Isfandiyar Shaheen	Director
6	Shafiq Ahmed	Director
7	Muhammad Bilal Ahmed	Director and Chief Executive Officer

The following are the current directors of DHPL:

CYAN LIMITED

Cyan (formerly Central Insurance Company) was incorporated on April 23, 1960 as a public limited company and is listed on Pakistan Stock Exchange. It has an authorized capital of Rs. 1,000,000,000/- (Pakistani Rupees One Billion only) divided into 100,000,000 (One Hundred Million) ordinary shares of Rs. 10/- (Pakistani Rupees Ten) each, out of which ordinary shares of the aggregate nominal value of Rs. 615,591,080/- (Pakistani Rupees Six Hundred Fifteen Million Five Hundred Ninety-One Thousand and Eighty only) divided into 61,559,108 (Sixty-One Million Five Hundred Fifty-Nine Thousand One Hundred and Eight) shares of Rs. 10/- (Pakistani Rupees Ten) each are issued and fully paid.

The principal line of business of Cyan includes investing in shares, stocks, bonds, units of mutual funds, debt instruments, securities or related instruments and to undertake general financial activities and take part in financial services as permitted under applicable law.

Sr. No	Name	Position
1	Abdul Samad Dawood	Chairman
2	Sabrina Dawood	Director
3	Muhammed Amin	Director
4	Isfandiyar Shaheen	Director
5	Shafiq Ahmed	Director
6	Sikander Hazir	Director
7	Kamran Hanif Jangda	Director and Chief Financial Officer
8	Muhammad Bilal Ahmed	Director and Chief Executive Officer

The following are the current directors of Cyan:

DAWOOD LAWRENCEPUR LIMITED

DLL (formerly Dawood Cotton Mills Limited) was incorporated on April 10, 1951 as a public limited company and is listed on Pakistan Stock Exchange. It has an authorized capital of Rs. 750,000,000/- (Pakistani Rupees Seven Hundred and Fifty Million only) divided into 75,000,000 (Seventy-Five Million) ordinary shares of Rs. 10/- (Pakistani Rupees Ten) each, out of which ordinary shares of the aggregate nominal value of Rs. 592,998,090/- (Pakistani Rupees Five Hundred Ninety-Two Million Nine Hundred Ninety-Eight Thousand and Ninety only) divided into 59,299,809 (Fifty-Nine Million Two Hundred Ninety-Nine Eight Hundred and Nine) shares of Rs. 10/- (Pakistani Rupees Ten) each are issued and fully paid.

The principal line of business of DLL is to carry on any and all activities of the business of general trading and investments (including but not limited to investments in its subsidiaries, affiliates and/or associated companies).

Sr. No Name Position Ruhail Muhammad Chairman Abdul Samad Dawood Director Sabrina Dawood Director Muhammed Amin Director Shafiq Ahmed Director Sikander Hazir Director 1 2 3 4 5 6 7 Muhammad Bilal Ahmed Director and Chief Executive Officer

The following are the current directors of DLL:

2. STRATEGIC CONTEXT, OBJECT AND BENEFITS OF SCHEME

2.1 That the Board of Directors of each of DHPL, Cyan and DLL have separately considered various options, ways and means available with the ultimate aim of optimizing the returns of respective shareholders of the three entities. To achieve the above, DHPL, Cyan and DLL are undertaking their reorganization by way of amalgamation pursuant to the Scheme, which will involve the following:
(a) The amalgamation of DHPL and Cyan (defined as the 'Amalgamating Companies' in the Scheme), into DLL, the surviving entity, by transferring to, merging with and vesting in DLL the entire undertaking, including all assets, liabilities and obligations of the Amalgamating Companies, as a going concern, against the allotment and issue by DLL of fully paid-up ordinary shares of Rs. 10/- (Rupees Ten only) in the capital of DLL to the members of DHPL who are appearing in the register of members of DHPL on the DHPL Record Date, except DLL, (as specified in the Scheme) (the "DHPL Existing Members") and members of Cyan who are appearing in the register of members of Cyan on the Cyan Record Date (as specified in the Scheme) (the "Cyan Existing Members"), in each case, based on swap ratios in terms of the Scheme ("DLL Shares"); and

(b) the dissolution of DHPL and Cyan (the Amalgamating Companies) without winding up,

in accordance with the terms of the Scheme (the "Amalgamation").

2.2 The Amalgamation as contemplated by this Scheme envisaged by DHPL, Cyan and DLL shall bring about the following non-exhaustive merits and mutually benefits for the members of DHPL, Cyan and DLL and other stakeholders:
(a) Alignment of Business Activities and Strategic Objectives: DHPL and Cyan (the Amalgamating Companies and DLL are all engaged in substantially similar lines of business, primarily comprising investment and holding activities within the same industry segment. The Amalgamation will therefore consolidate the entities with overlapping business models under a coherent structure ensuring the alignment and uniform implementation of strategic objectives and business activities.
(b) Enhanced Equity Position and Asset Base: The Amalgamation will lead to an increase in the asset base and equity size of the surviving entity i.e. DLL, a listed company. This expansion will strengthen DLL's balance sheet and enhance its borrowing capacity by increasing the pool of assets available to be pledged as collateral. The enlarged asset base will also improve the company's financial resilience, enabling greater risk absorption through a more diversified portfolio of assets. Furthermore, the enhanced net worth of DLL will make it a more attractive investment proposition for both lenders and investors alike.
(c) Governance: The Amalgamation will provide an opportunity to streamline the business / operations of the entities through a consolidated governance structure integrating the best practices, systems and controls of each entity. This will result in more effective decision-making and a more harmonized governance structure.
(d) Costs Saving: The Amalgamation also enables cost savings for the entities and their members through elimination of duplicate functions and a more efficient utilization of resources through streamlined operations which will reduce overhead and administrative expenses.

3. SUMMARIZED OPERATING AND FINANCIAL PERFORMANCE FOR THE PAST FIVE YEARS AND CURRENT YEAR TO THE LATEST QUARTER

3.1 DH PARTNERS LIMITED

As DHPL was incorporated on May 8, 2024, history of financial performance is available from such date of incorporation.

		Ten Months
	December 31.	October 31.
	2024	2025

ASSETS
NON CURRENT ASSETS

Property, plant and equipment		33,653
Right of use assets		58,186
Investment properties	۰	47,038
TOTAL NON CURRENT ASSETS	۰	138,877

CURRENT ASSETS
Advances, deposits and prepayments		17,279
Other receivables		94,940
Short term investments		25,245,685
Cash and bank balances	994	327,431
TOTAL CURRENT ASSETS	994	25,685,335

TOTAL ASSETS	994	25,824,212

EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Authorized share capital	4,850,000	4,850,000

Issued, subscribed and paid up capital	1,000	4,812,871
Capital reserve	0	5,250,408
Revenue reserves	$-2,843$	6,300,735
TOTAL EQUITY	$-1,843$	16,364,014

NON CURRENT LIABILITIES
Defined benefit liabilities
Lease liabilities		7,633
Deferred tax liability		41,406 4,308,967
TOTAL NON CURRENT LIABILITIES	۰	4,358,006

CURRENT LIABILITIES
Trade and other payables
Current portion of lease liabilities	2,837	1,205,962 20,275
Unclaimed dividend
Taxation - Net	۰	1,015,646
TOTAL CURRENT LIABILITIES	2,837	2,860,309 5,102,192

TOTAL UABILITIES	2,837	9,460,198
TOTAL EQUITY AND LIABILITIES	994	25,824,212

	December 31, 2024	Ten Months October 31, 2025
Return on investments - net		10,075,864
Operating expenses	(1,959)	(189, 580)
Gross Profit	(1,959)	9,886,284
Other income / (expenses) - net	884	56,367
Operating profit	(1,075)	9,942,651
Finance costs	$\,$	(5,600)
Profit before taxation	(1,075)	9,937,051
Taxation	$\overline{\phantom{a}}$	(2,719,028)
Profit after taxation	(1,075)	7,218,023

Earnings per share - Basic and diluted	$-10.75$	15.00

	As at December 31, 2020 to 2024 and Ten Months Ended October 31, 2025	CYAN Limited Statement of financial position
	December 31. 2020	December 31, 2021	December 31, 2022 (Rupees in '000) -	December 31. 2023	December 31, 2024	Ten Months October 31. 2025
ASSETS NON CURRENT ASSETS
Property, plant and equipment Intangible Assets Deferred tax asset Long term investments Defined benefit asset Long term loans Long term Deposits TOTAL NON CURRENT ASSETS	28,074 246 44,110 ٠ 3,445 2,500 78,375	50,146 114 28,956 46,218 $\sim$ 2,500 127,934	3,444 106 87,287 622,671 $\alpha$ 2,500 716,008	2,653 57 19,119 684,939 $\sim$ 2,500 709,268	1,962 38 779,079 134 $\sim$ 2,500 783,713	1,528 30 1,180,039 450 2,500 1,184,547
CURRENT ASSETS
Short term Investment Long term loan - current portion Trade and other receivables Advances and short-term prepayments Cash and bank balances	2,902,210 917 11,872 3,193 7,803	2,586,129 12,895 3,110 234	846,820 10,497 1,036 428	927,905 2,358 1,089 4,092	1,420,577 2,490 1,100 26,504	1,567,556 2,353 1,731 91,870
TOTAL CURRENT ASSETS TOTAL ASSETS	2,925,995 3,004,370	2,602,368 2,730,302	858,781 1,574,789	935,444 1,644,712	1,450,671 2,234,384	1,663,510 2,848,057
EQUITY AND LIABILITIES SHARE CAPITAL AND RESERVES
Authorized share capital	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Issued, subscribed and paid-up share capital Unappropiated Profit Reserves Remeasurement on post retirement benefits obligation - net of tax Surplus on revaluation of investments carried at fair value through other comprehensive income TOTAL EQUITY	615,591 1,027,125 133,088 1,831 674,723 2,452,358	615,591 634,362 133,088 3,215 496,982 1,883,238	615,591 69,116 13,088 3,145 530,578 1,231,518	615,591 393,720 13,088 3,129 513,536 1,539,064	615,591 705,168 13,088 3,285 631,290 1,968,422	615,591 836,643 13,088 3,285 945,036 2,413,643
NON CURRENT LIABILITIES
Defined benefit obligation Deferred tax liability Lease liability TOTAL NON CURRENT LIABILITIES	19,235 17,147 36,382	20,910 22,829 43,739	99 ٠ 99	118 $\sim$ 118	108,177 108,177	268,221 268,221
CURRENT LIABILITIES
Trade and other payables Current portion of lease liability Unclaimed dividend Short term borrowing Taxation Payable TOTAL CURRENT LIABILITIES	171,586 9,144 25,519 225,924 83,457 515,630	69,402 8,339 28,859 671,401 25,324 803,325	9,151 29,821 255,674 48,526 343,172	10,936 29,163 65,431 105,530	52,491 30,143 $\sim$ 75,151 157,785	47,801 32,534 85,858 166,193
TOTAL LIABILITIES	552,012	847,064	343,271	105,648	265,962	434,414
TOTAL EQUITY AND LIABILITIES	3,004,370	2,730,302	1,574,789	1,644,712	2,234,384	2,848,057

		CYAN Limited
		Statement of profit or loss
For the year ended December 31, 2020 to 2024 and for the Ten months period ended October 31, 2025
	December 31. 2020	December 31. 2021	December 31. 2022 (Rupees in '000)	December 31, 2023	December 31. 2024	Ten Months October 31, 2025
Return on investments	57,247	94,791	153,948	135,078	113,531	105,422
Gain / (Loss) on sale of investments - net	454,494	566,166	(127,659)	88,221	167,626	24,257
Other income - net	14,190	14,398	1,505	2,546	1,779	2,572
	525.931	675,355	27,794	225,845	282,936	132,251
Unrealised appreciation / (diminution) on re-measurement of investments classified as financial assets at fair value
through profit or loss - net	230,301	(243, 917)	(371, 415)	193,017	464,160	500,167
Unrealised appreciation on remeasurement of derivative contract		3,732		$\sim$	$\sim$	$\sim$
	756,232	435,170	(343, 621)	418,862	747,096	632,418
Operating and administrative expenses	(244.537)	(185, 907)	(51, 462)	(35.972)	(35, 733)	(26, 316)
Financial charges	(42, 186)	(32, 462)	(69,802)	(7,708)
Other Expenses		$\sim$	$\alpha$	$\sim$	(21, 759)	(12, 122)
Profit Before Tax	469,509	216,801	(464,885)	375,182	689,604	593,980
Taxation	(112, 227)	(13, 408)	25,875	(50.578)	(131, 920)	(154, 710)
Profit after taxation	357,282	203,393	(439,010)	324,604	557,684	439,270
			(Rupees)
Earnings / (Loss) per share - basic and diluted	5.80	3.30	(7.13)	5.27	9.06	7.14

	December 31. 2020	December 31. 2021	December 31. 2022	December 31. 2023	December 31. 2024	Ten Months October 31. 2025
ASSETS			- (Rupees in '000) -
NON CURRENT ASSETS
Property, plant and equipment	19,292	15,924	19,380	18,566	15,637	18,535
Intangible Assets	27	4	$\scriptstyle\rm{m}$	$\scriptstyle\rm o$	107	71
Biological Asset	$\sim$	$\sim$	$\sim$	$\sim$	1,604	2,154
Long term investments	3,502,996	3,469,260	2,371,680	80,496	2,388,176	19,332,983
Long term Deposits	2,778	2,778	2,778	2,778	2,778	2,778
Deferred tax asset				o	266,557
TOTAL NON CURRENT ASSETS	3,525,093	3,487,966	2,393,838	101,840	2,674,859	19,356,521
CURRENT ASSETS
Stores and Spares	892	892	892	892	892	892
Stock	17,780	14,262	8,742	4,418	1,376	1,172
Trade Debts	23	$\sim$	$\sim$	$\sim$	۰	$\sim$
Loan to subsidiaries	738,101	738,525	439,003	439,422	440,039	440,474
Loans and advances	2,930	1,877	3,686	2,004	1,833	3,040
Deposits, prepayments and other receivables	165,917	56,334	79,014	85,056	87,938	88,478
Taxes Recoverable	$\sim$	13,067	$\sim$	$\overline{\phantom{a}}$	$\sim$
Interest accrued	123,153	162,595	269,912	338,020	437,782	489,546
Investment in Subsidiary	$\sim$	$\sim$	300,000	$\sim$	×.
Short term Investment	$\sim$	216,000	$\sim$	1,303,809	4,052,957	5,951,670
Cash and bank balances	29,713	48,303	64,951	143,741	151,453	58,502
Asset held for sale				2,394,804
TOTAL CURRENT ASSETS	1,078,509	1,251,855	1,166,200	4,712,166	5,174,270	7,033,774
TOTAL ASSETS	4,603,602	4,739,821	3,560,038	4,814,006	7,849,129	26,390,295
EQUITY AND LIABILITIES SHARE CAPITAL AND RESERVES

Share Capital	592,998	592,998	592,998	592,998	592,998	592,998
Capital Reserves	206,666	206,666	206,666	206,666	206,666	206,666
Unappropiated Profit	2,960,800	3,127,809	2,543,935	3,461,234	6,321,983	22,939,570
TOTAL EQUITY	3,760,464	3,927,473	3,343,599	4,260,898	7,121,647	23,739,234
NON CURRENT LIABILITIES
Defined benefit liabilities	2,755	4,697	4,759	3,506	13,223	5,654
Deferred tax liability						1,842,963
TOTAL NON CURRENT LIABILITIES	2,755	4,697	4,759	3,506	13,223	1,848,617
CURRENT LIABILITIES
Trade and other payables	46,132	65,161	65,797	193,471	187,216	258,045
Unclaimed dividend	70,307	72,251	73,454	78,046	77,585	80,545
Unpaid dividend	$\sim$	3,266	5,382	$\sim$	3,284	5,985
Provision	7,360	7,360	7,360	7,360	7,360	7,360
Short term borrowing	699,795	646,587	$\sim$	$\omega$	$\sim$	$\sim$
Taxation Payable	270		57,408	270,725	438,814	450,509
Accrued mark-up	16,519	13,026	2,279	٥
TOTAL CURRENT LIABILITIES	840,383	807,651	211,680	549,602	714,259	802,444
TOTAL LIABILITIES	843,138	812,348	216,439	553,108	727,482	2,651,061
TOTAL EQUITY AND LIABILITIES	4,603,602	4,739,821	3,560,038	4,814,006	7,849,129	26,390,295

	For the year ended December 31, 2020 to 2024 and for the Ten months period ended October 31, 2025	Dawood Lawnrecepur Limited Statement of profit or loss
	December 31, 2020	December 31, 2021	December 31, 2022	December 31, 2023	December 31, 2024	Ten Months October 31, 2025
CONTINUING OPERATIONS			(Rupees in '000) -
Revenue with contracts with customers	1,962	2,588	63
Cost of Revenue	(10, 132)	(2,616)	(345)	$\omega$	$\overline{\phantom{a}}$
Gross Profit	(8, 170)	(28)	(282)	٠	٠
Dividend Income	701,387	740,353	1,168,978	1,633,076	2,050,156	2,147,643
Selling and Distribution expenses	(446)		×
Administrative expenses	(55, 248)	(68, 430)	(81, 781)	(70, 274)	(228, 695)	(81, 715)
Other Expenses	(30,007)	(33, 742)	(1,095,252)	(324, 519)	(74, 089)	(91, 892)
Other income	128,857	95,048	161,119	199,419	1,476,624	16,902,106
Operating profit	736,373	733,201	152,782	1,437,702	3,223,996	18,876,142
Finance costs	(94, 088)	(57, 665)	(42, 979)	(3, 195)	(1, 122)	(556)
Profit before taxation	642,285	675,536	109,803	1,434,507	3,222,874	18,875,586
Taxation	(128, 757)	(115, 967)	(246, 770)	(516, 337)	(168, 696)	(2, 224, 497)
Profit after taxation	513,528	559,569	(136, 967)	918,170	3,054,178	16,651,089
DISCONTINUED OPERATIONS
(Loss) / Profit from discontinued operations	(22, 604)	(21, 438)	(31,718)	(936)	(14, 210)	145,866
Profit / (loss) for the year	490,924	538,131	(168, 685)	917,234	3,039,968	16,796,955
			(Rupees)-
Earnings / (Loss) per share - basic and diluted
Continuing operations	8.66	9.44	$-2.31$	15.48	51.5	280.79
(Loss) / Earnings per share - basic and diluted Discontinued operations	$-0.38$	$-0.36$	$-0.53$	$-0.02$	$-0.24$	2.46

4. INTEREST OF DIRECTORS

No director of DHPL, Cyan or DLL has any interest, whether directly or indirectly, except to the extent of their shareholding and directorships held by them in the respective companies (including as nominee directors) and, for the executive directors, their employment within the respective companies. The directors are also interested to the extent of remuneration and benefits as per the policy of the respective company and applicable laws. The effect of this Scheme on the interest of these directors does not differ from the respective interests of the members of DHPL, Cyan or DLL, except to the extent stipulated herein.

5. RISK FACTORS IN RELATION TO THE SCHEME

There is no potential risk factors involved in the Amalgamation. In fact, through the consolidation of the business and operations of DHPL and Cyan into DLL, the Amalgamation will provide significant impetus to growth by permitting pooling of resources, enable synergies, reduce operational costs, achieve economies of scale, increase operational efficiencies, greater focus provide expansion opportunities in terms of investments with a consolidated business strategy. The overall risk profile of the shareholders of each of DHPL, Cyan and DLL will remain unchanged, if not improved, with the Scheme given the consolidated and diversified asset base and stronger balance sheet. Accordingly, the Amalgamation is expected to present a positive outcome for all members and stakeholders of DHPL, Cyan and DLL.

6. FINANCIAL STATEMENTS AFTER SCHEME

6.1 DHPL

Under the Amalgamation, all assets, liabilities and obligations of DHPL shall be transferred to, merged with and vested in DLL. Upon consummation of the Amalgamation in accordance with the terms of the Scheme, DHPL shall be dissolved without winding up.

6.2 CYAN

Under the Amalgamation, all assets, liabilities and obligations of Cyan shall be transferred to, merged with and vested in DLL. Upon consummation of the Amalgamation in accordance with the terms of the Scheme, Cyan shall be dissolved without winding up.

6.3 DLL

Under the Amalgamation, all assets, liabilities and obligations of DHPL and Cyan shall be transferred to, merged with and vested in DLL.

7. ACCOUNTING AND FINANCIAL REPORTING POLICIES FOR RECORDING OF SCHEME

The accounting and financial reporting policies will be same as those used to prepare statutory accounts. In case of any differences in the accounting and financial policies of DHPL and Cyan DLL shall, based on assessment of the impact of such differences, be entitled to, in its discretion, follow the accounting policies followed by DLL or make necessary adjustments to harmonize the differing accounting and financial reporting policies.

According to the latest audited financial statements of DHPL, Cyan and DLL:

"These financial statements have been prepared in accordance with the accounting and reporting standards as applicable in Pakistan. The accounting and reporting standards in applicable in Pakistan comprise of:

(a) International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) as notified under the Companies Act, 2017; and
(b) Provisions of and directives issued under the Companies Act, 2017.

Where provisions of and directives issued under the Companies Act, 2017 differ from the IFRS standards, the provisions of and directives issued under the Companies Act, 2017 have been followed."

8. TAX CONSEQUENCES OF SCHEME

Tax neutrality provisions in respect of schemes of arrangements are contained in Section 97A of the Income Tax Ordinance, 2001 which, amongst other matters, provide for:

(a) no gain / loss to arise on the disposal of assets within companies by operation of a scheme of arrangement subject to fulfilment of prescribed conditions;
(b) no gain / loss to arise on shareholders on the issue, cancellation, exchange or receipt of shares as a result of a scheme of arrangement;
(c) the transferee to record the assets acquired at tax book value and at such acquisition date as appearing in the hands of the transferor company(ies) at the time of transfer.

Accordingly, under the Scheme no gain / loss shall be taken to arise on the following:

(i) on transfer, merger and vesting of entire undertaking (including all assets and liabilities and obligations) of the Amalgamating Companies into DLL pursuant to the Scheme;
(ii) issuance of shares by DLL in its issued share capital to Cyan Existing Members in terms of the Scheme; and
(iii) issuance of shares by DLL in its issued share capital to DHPL Existing Members in terms of the Scheme.

Hence, the Scheme shall be tax-neutral in respect of above.

9. EFFECT OF THE SCHEME ON CREDITORS

9.1 DHPL AND CYAN

All creditors (including secured creditors) of DHPL and Cyan (the Amalgamating Companies) (as specified in the Scheme) will become creditors of DLL for the amounts owing and with the benefit of the same securities as would be subsisting against DHPL and Cyan immediately before the Amalgamation and DLL is obligated under the Scheme to discharge all such liabilities and to perform all such obligations of DHPL and Cyan, as may be outstanding immediately before the Amalgamation as if they were originally the liabilities and obligations of DLL. Accordingly, the rights and securities of the creditors of DHPL and Cyan will not be affected on account of the Scheme.

9.2 DLL

All creditors (including secured creditors) of DLL shall remain the creditors of DLL and DLL shall remain obligated to them for the amounts owing against itself. Further, the Scheme will not have any impact on assets, properties and liabilities of DLL. Accordingly, the rights of creditors of DLL will not be affected notwithstanding sanction of the Scheme.

10. EFFECT OF SCHEME ON SHAREHOLDING STRUCTURE, INCLUDING ON PROMOTERS AND OTHER PRINCIPAL SHAREHOLDERS

In terms of the Scheme:

(a) DHPL and Cyan (the Amalgamating Companies) will be amalgamated into DLL by transferring to, merging with and vesting in DLL the entire undertaking, including all assets and liabilities and obligations, of DHPL and Cyan (the Amalgamating Companies) as a going concern in DLL, and will stand dissolved without winding up; and
(b) the members of DHPL and Cyan (the Amalgamating Companies) will receive consideration for the Amalgamation in the form of shares in DLL as set out in Paragraph 11 below, and shall be entitled to all rights as members of DLL and in particular rights to attend and vote at general meetings. Accordingly, the Scheme shall not have any adverse impact on the members (or any class thereof) of the DHPL and Cyan (the Amalgamating Companies) and DLL.

11. THE NUMBER OF SHARES TO BE ISSUED CONSEQUENT TO THE SCHEME UNDER VARIOUS POSSIBLE VALUATION METHODS

As consideration for the transfer and vesting of the undertakings, including all assets, liabilities and obligations, of DHPL and Cyan (the Amalgamating Companies) into DLL:

(a) 19,249,724 ordinary shares of Rs.10/- each of DLL shall be allotted and issued, credited as fully paid up, to the DHPL Existing Members, and such allotment shall be made on the following terms, namely, in respect of every 100 ordinary shares of Rs. 10/- (Rupees Ten) each in DHPL, there shall be allotted 4.7724 ordinary share of Rs. 10/- (Rupees Ten) each of DLL i.e. on the basis of swap ratio of 4.7724:100 and all entitlements of registered holders of the ordinary shares of DHPL shall be determined in the proportion aforesaid. On the basis of the swap ratio, an aggregate of 19,249,724 shares of DLL will be allotted and issued on a without-right basis to the DHPL Existing Members, (except DLL), in consideration for the Amalgamation; and
(b) 4,492,214 ordinary shares of Rs.10/- each of DLL shall be allotted and issued, credited as fully paid up, to the Cyan Existing Members and such allotment shall be made on the following terms, namely, in respect of every 100 ordinary shares of Rs. 10/= (Rupees Ten) each in Cyan there shall be allotted 7.2974 ordinary share of Rs. 10/= (Rupees Ten) each of DLL i.e. on the basis of swap ratio of 7.2974:100 and all entitlements of registered holders of the ordinary shares of Cyan shall be determined in the proportion aforesaid. On the basis of the swap ratio, an aggregate of 4,492,214 shares of DLL will be allotted and issued on a without-right basis to the Cyan Existing Members in consideration for the Amalgamation.

12. VALUATION REPORT AND FAIRNESS OPINION

A.F. Ferguson & Co., Chartered Accountants, in terms of its letter dated December 12, 2025 (attached with the Scheme) has determined swap ratios for the Amalgamation under the Scheme in accordance with the valuation methodology and assumptions set out therein.

The swap ratios for the Amalgamation under the Scheme have been considered and approved by the respective Boards of Directors of each of DLL, Cyan and DHPL on the basis of (i) audited special purpose financial statements of DLL, Cyan and DHPL for the period ended October 31, 2025, (ii) valuations of the immovable properties and plants carried out by Savills Pakistan (Private Limited), KGT (Private Limited) and Oceanic Surveyors (Private Limited), and (iii) calculations as stated in the above letter of A.F. Ferguson & Co.

13. PLAN (IF ANY) OF SHARE ISSUANCE BEFORE EFFECTIVE DATE UNDER SCHEME IMPACTING SHARE EXCHANGE RATIO

From the date of filing of this Scheme to the High Court till the Record Date (as defined in the Scheme), Cyan, DHPL and DLL shall not take any corporate action for their further capitalization.

14. PURCHASE OF SHARES (IF ANY) OF COMPANIES INVOLVED IN SCHEME BY THE OTHER COMPANIES

Not Applicable.

Dawood Centre, M.T. Khan Road, Karachi - 75530 Tel: +92-21-35686001-16 Website: www.cyanlimited.com

AI assistant

Cyan Limited — Proxy Solicitation & Information Statement 2026

71808_rns_2026-01-01_1194f609-510e-49ce-9cac-f15dbf13b44c.pdf

NOTICE OF THE EXTRA ORDINARY GENERAL MEETING OF CYAN LIMITED

Copied:

Contents

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Special Business:

Other Business:

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

NOTES:

CYAN LIMITED

Contact Details of Chairman, where ballot paper may be sent:

NOTES:

A-F-FERGUSON&Co.

ENVISAGED SCHEME OF ARRANGEMENTS -AMALGAMATION OF THE COMPANIES

COMPANIES AND THEIR SHARE CAPITAL $2.$

A-F-FERGUSON&Co.

3. OUR UNDERSTANDING OF THE SCHEME OF ARRANGEMENTS

A.F.FERGUSON&CO

ISSUANCE OF SHARES UNDER THE SCHEME 4.

A-F-FERGUSON&CO.

5. CAVEATS

A-F-FERGUSON&Co.

METHODOLOGY FOR WORKING OUT UNDERLYING VALUATIONS

A. Portfolio Investments

METHODOLOGY FOR WORKING OUT UNDERLYING VALUATIONS

STATISTICS FOR TRADING IN THE SHARES OF SCHEME ENTITIES FOR THE LAST SIX MONTHS FROM THE VALUATION DATE

DLL

Monthly trading volume and price

Ranges of traded volume

A-F-FERGUSON&CO.

STATISTICS FOR TRADING IN THE SHARES OF SCHEME ENTITIES FOR THE LAST SIX MONTHS FROM THE VALUATION DATE

Cyan

Monthly trading volume and price

Ranges of traded volume

A-F-FERGUSON&Co.

STATISTICS FOR TRADING IN THE SHARES OF SCHEME ENTITIES FOR THE LAST SIX MONTHS FROM THE VALUATION DATE

DHPL

Monthly trading volume and price

Ranges of traded volume

CYAN LIMITED

SPECIAL PURPOSE FINANCIAL STATEMENTS FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

Independent Auditor's Report To the Board of Directors of Cyan Limited

Opinion

Basis for Opinion

Emphasis of Matter - Basis of Preparation and Restriction on Distribution and Use

Responsibilities of Management and Those Charged with Governance for the Special Purpose Financial Statements

Auditor's Responsibilities for the Audit of the Special Purpose Financial Statements

CYAN LIMITED SPECIAL PURPOSE STATEMENT OF FINANCIAL POSITION AS AT OCTOBER 31, 2025

SPECIAL PURPOSE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

CYAN LIMITED SPECIAL PURPOSE STATEMENT OF CHANGES IN EQUITY FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

CYAN LIMITED SPECIAL PURPOSE STATEMENT OF CASH FLOWS FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

CYAN LIMITED NOTES TO AND FORMING PART OF THE SPECIAL PURPOSE FINANCIAL STATEMENTS FOR THE TEN MONTHS PERIOD ENDED OCTOBER 31, 2025

1. LEGAL STATUS AND OPERATIONS

BASIS OF PREPARATION 2.

$2.1$ Basis of measurement

$2.2$ Statement of compliance

Initial application of Standards, Amendments or improvements to applicable financial reporting $2.3$ framework

a) Amendments to applicable financial reporting framework that became effective during the period

b) Standards or amendments to applicable financial reporting framework that are not yet effective and have not been early adopted by the Company

$2.4$ Functional and presentation currency

$2.5$ Use of estimates and judgments

$3.$ MATERIAL ACCOUNTING POLICY INFORMATION

$3.1$ Property and Equipment

Owned

$3.2$ Intangible assets

$3.3$ Taxation and levy

Taxation $3.3.1$

Current taxation

Deferred taxation

3.3.2 Levy

$3.4$ Cash and cash equivalents

$3.5$ Financial assets

Classification and subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets at fair value through other comprehensive income

Financial assets at fair value through profit or loss

$3.6$ Financial liabilities

$3.7$ Off-setting of financial assets and liabilities

Cyan Limited Proxy Solicitation & Information Statement 2026