Systems Limited — Annual Report 2025

Apr 20, 2026

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SUBJECT: ANNUAL REPORT FOR THE YEAR ENDING 31 DECEMBER, 2025

We are pleased to present to you the Annual Report for Systems Limited for the fiscal year concluded on December 31, 2025. This document encapsulates our financial performance, achievements, and strategic direction over the past year.

For stakeholders interested in a more detailed examination, a high-resolution version of the Annual Report is accessible on our official website. You can download it using the following link: - https://www.systemsltd.com/financial reports#financial

For and on behalf of Systems Limited

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Fayez Qamar Rasheed Company Secretary

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Headquarters

Lahore

E-1, Sehjpal Near DHA Phase-VIII (Ex-Air Avenue), Lahore Cantt, Lahore +92 (42) 111-797-836

MEA

Dubai 404, Dubai Hills Business Park 3, Emaar Hills Estate P.O. box: 500497

+971 (04) 5686438

APAC

KSA

Riyadh Australia 7069 King Fahd Road, Al Hital Level 16, 1 Market Street, Tower, 5th Floor, Al Sahafah Sydney, NSW, Australia Postal Dist, 13315. Code 2000, Sydney.

www.systemsltd.com

ANNUAL REPORT 2025 1

The Content

04-38 Company Profile

eCon Company Profle 4-38	ten
CompanyInformation	04
Board Of Directors	06
Our Leadership	09
Chairman’s Message	13
CEO’s Message	14
Directors’ Report	15
Directors’ Report Urdu	38

39-59

About Systems

Directors’ Report Urdu About Systems 9-59	38
Vision Mission	39
About Us	40
TransformingIndustries With Ai-Driven Innovation	41
Our Success Stories	42
Our Partner Ecosystem	43
Global Recognition And Awards Secured	44
Our Offerings	45
A Tale of Courage & Success	46
Our Global Industires	48
Case Studies	50
Global Footprint	52

60-68

Human Capital Division

Human Capital Division 0-68 Global Footprint	52
Human Capital Strategic Pillars	60
Talent Acquisition & Development	61
Employee Engagement & Branding	63
Industrial & Academia Linkages	65
Corporate Social Responsibility	68

69-74

Key Financials & Business Highlights

Key Financials & Business Highlights 9-74
GroupFinancials at a Glance	69
KeyFinancial Highlights	71
KeyRatios	72
Financial Analysis	73

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ANNUAL REPORT 2025 2

75-101

Sustainability at a Glance

Overview	76
Governance	79
Stakeholder Engagement & Materiality	83
Risk & Strategic Landscape	87
People At The Core Of Innovation	92
Commitment To Planet	97

102-124

Shareholder’s Key Information

Shareholder’s Key Information 02-124
Equityand ShareholdingInformation	102
Pattern of Shareholding	103
Notice of AGM	112
Shareholders’ Information	122

125-131

Corporate Governance

Corporate Governance 25-131
Corporate Governance Structure	125
Review Report to the Members on Statement of Compliance	128
with Code of Corporate Governance
Statement of Compliance with the Code of Corporate Governance	129

132-192

Unconsolidated Financial Statements

Unconsolidated Financial Statements 32-192
Independent Auditor’s Report	133
Statement of Financial Position	136
Statementof Proftor Loss	137
Statement of Comprehensive Income	138
Statement of Changes in Equity	139
Statement of Cash Flows	140
Notes to Financial Statements	142

193-271

Consolidated Financial Statements

Independent Auditor’s Report	194
Consolidated Statement of Financial Position	198
ConsolidatedStatementof Proftor Loss	199
Consolidated Statement of Comprehensive Income	200
Consolidated Statement of Changes in Equity	201
Consolidated Statement of Cash Flows	202
Notes to the Consolidated Financial Statements	203

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3

ANNUAL REPORT 2025

Company Information

Board of Directors

Mr. Aezaz Hussain

Non Executive

Chairman

Mr. Asif Peer

Executive

Group CEO and Managing Directo r

Mr. Arshad Masood

Non Executive

Director

Mr. Zubyr Soomro

Independent

Director

Mr. Omar Saeed

Independent

Director

Ms. Maheen Rehman

Independent

Director

Ms. Romana Abdullah

Independent

Director

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Human Resource & Compensation committee

Mr. Omar Saeed Chairman

Ms. Maheen Rehman Member

Mr. Arshad Masood Member

Audit Committee

Mr. Zubyr Soomro Chairman

Ms. Maheen Rehman Member

Ms. Romana Abdullah Member

Sustainability Committee

Ms. Romana Abdullah

Chairman

Mr. Asif Peer

Member (subsequent to year end)

Chief Financial Officer

Ms. Roohi Khan

Head of Internal Audit

Company Secretary

Fayez Qamar Rasheed

Share Registrar

Central Depository Company CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi – 74400. Tel: (92-21) 111-111-500 Fax: (92-21) 34326034

Registered Address

Systems Limited E-1, Sehjpal Near DHA Phase -VIII (Ex.-Air Avenue), Lahore Cantt T: +92 42 111-797-836 F: +92 42 3 636 8857

Banks

Allied Bank Limited Bank AL Habib Limited Bank Islami Pakistan Limited Faysal Bank Limited FINJA Microfinance Bank Limited Habib Bank Limited HABIB Metropolitan Bank Limited MCB Bank Limited Meezan Bank Limited Standard Chartered Bank (Pakistan) Limited Samba Bank Limited United Bank Limited

Mr. Zeeshan Khawar

Tax Advisors

A.F.Ferguson & Co. Chartered Accountants

Zulfiqar Ahmad & Co. Chartered Accountants

External Auditors

A.F.Ferguson & Co. Chartered Accountants

Legal Advisors

Hassan & Hasan Advocates Ahmad & Pansota Mohsin Tayebali & Co.

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ANNUAL REPORT 2025 5

Board of Directors

Mr. Aezaz Hussain founded Systems Limited in 1977 as the first software house in Pakistan. His professional acumen provided the overall direction for turnkey computer projects involving installation, and the planning and management of large-scale industrial projects. Within the organization, he has been responsible for the internal restructuring needed to respond to periodic shifts in the company’s strategy.

Mr. Aezaz Hussain Chairman/Non Executive Director

Mr. Hussain was the CEO of Visionet Systems, Inc. in New Jersey, USA till 2008 and he is currently the Chairman for both Visionet Systems and Systems Limited. His main role is the development of enterprise strategy. He was a member of Pakistan’s Information Technology Commission, which advised the President of Pakistan on IT-related matters and national policies. He has been a member of several committees and advisory bodies set up by the government on Information Technology strategies and on the development of public-sector information systems. He was a founding member and the founding President of Pakistan Software Houses Association (P@SHA). He served as a member of the Economic Advisory Board, Government of Pakistan, the Information Technology Commission of Pakistan, and the Council of Computer Society of Pakistan.

Mr. Asif Peer is the Group CEO and Managing Director of Systems Limited, a global systems integrator and AI-first technology company with over four decades of industry presence. Having begun his professional journey in the same company, he has grown with the organization to lead a global workforce of more than 8,271 professionals, driving AI-powered innovation, digital transformation, and enterprise-scale technology execution across international markets.

Under his leadership, Systems Limited has expanded its operations across UK, US, MEA, KSA, and APAC, delivering industry-focused solutions across sectors including BFS, Telco, Public Sector, Healthcare, and Retail & CPG. The company operates in 16+ countries through multiple subsidiaries and maintains strategic partnerships with leading global technology providers to enable sustained enterprise growth.

Mr. Asif Peer

Group CEO & Managing Director

Beyond Systems Limited, Mr. Peer has held several influential leadership and advisory roles. He served as President of the Executive Committee of the American Business Council in 2020, contributing to strengthened business collaboration between Pakistan and the United States. He has also served as an IT Board Member for the CPEC Business Council and as an IT member for the Government of Pakistan’s Finance Division. In addition, he serves on the boards of Khaadi, Pakistan’s leading fashion retailer, and DHA.

Mr. Peer is a frequent speaker at prominent international forums including GITEX, LEAP, Web Summit Qatar, Forbes Annual Dinner, and the Silicon Valley Annual Forum, where he contributes to global discourse on artificial intelligence, the future of technology, digital transformation, and business leadership.

In recognition of his contributions to the IT sector, Mr. Peer was awarded the Presidential Award, Sitara-e-Imtiaz. He has also received the Tech Leadership – Software & Services Provider Award at the FinTech Futures Banking Tech Awards 2023 for his impact on the fintech ecosystem.

Under his stewardship, Systems Limited has earned multiple global and regional accolades, including Forbes Asia’s Best Under a Billion Award five consecutive times, Microsoft Inner Circle for AI Business Solutions five times in a row, Microsoft Country Partner of the Year 2023 for UAE and Pakistan, AsiaMoney’s Most Outstanding Company, and consistent recognition as one of Pakistan’s top IT exporters. The company has also ranked among the top three companies on the PSX for the fourth consecutive year in 2025. Guided by his leadership, Systems Limited has achieved approximately 36% CAGR profit growth over the past five years, reflecting sustained scale, operational strength, and long-term value creation.

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Mr. Arshad Masood started his career with IBM Corporation in the US and held various professional and managerial positions. Mr. Masood founded several companies, including Visionet Systems Inc.

His educational background includes a BSc (Engineering) degree from Engineering University, Lahore, an MSc degree from the University of Guelph, Canada, and an MBA from Baruch College, New York City.

Mr. Arshad Masood Non Executive Director

With over twenty years of experience in investment banking, research, and asset management, Ms. Maheen Rehman is currently the CEO of InfraZamin Pakistan, a key player catalyzing private sector investment in infrastructure projects. In her prior role as CEO of Alfalah GHP Investment Management, she led the company to become one of Pakistan’s largest asset management firms. Ms. Rehman’s achievements include being featured on Fortune’s “40 Under 40’s Women to Watch” list in 2015.

Currently she serves as an Independent Director at GlaxoSmithKline Pakistan, Director for the British Overseas School, and Director of Nasra Public Schools, Ms. Rehman is actively involved in various roles, including advising KatalystLabs and directing the Centre for Economic Research in Pakistan. She holds a Bachelor of Science (Hons) in Economics from the Lahore University of Management Sciences and a Master of Science in Finance and Economics from Warwick Business School. Ms. Rehman is also certified by the New York Stock Exchange (Series 7) and holds an independent director certification from the Pakistan Institute of Corporate Governance.

Ms. Maheen Rehman Independent Director

Ms. Romana Abdullah is CEO of Highpoint Ventures (Pvt) Ltd, a fashion retail company that she co-founded in 2014. Prior to becoming an entrepreneur, Romana led the strategic planning and transformation functions at MCB Bank and Soneri Bank. Earlier, Romana worked at The Boston Consulting Group (Management Consulting) and Merrill Lynch (Investment Banking) in New York, where she focused on strategic, financial, and operational assignments for Fortune 500 financial services and consumer clients. Ms. Romana is also on the boards of Nestle Pakistan and Interloop. She has a BSc in Financial Engineering from Princeton University and an MBA from the Harvard Business School.

Ms. Romana Abdullah Independent Director

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Mr. Omar Saeed graduated with high honors from Brown University and did his Master’s in Business Administration from Harvard Business School. He is the Chief Executive Officer of Service Long March Tyres Limited and Servis Foundation. Omar also serves as a Director on the Boards of Nestle Pakistan Limited, Systems Limited, Service Global Footwear Limited, The Hunar Foundation and Shalamar Hospital. Omar has served as the Chief Executive Officer of Service Industries Limited (SIL) from 2011 to 2018. Under his stewardship, SIL won the prestigious Pakistan Stock Exchange Top 25 Companies Award multiple times.

Omar has set up multiple new companies for the Servis Group in the healthcare, trading, manufacturing and technology industries.

Mr. Omar Saeed Independent Director

Mr. Zubyr Soomro is a distinguished figure with over three decades of experience in international banking, having held senior roles at Citibank across the globe. Recognized for his leadership in the privatization and restructuring of United Bank Ltd (UBL) in Pakistan, he was awarded the Quaid-e-Azam Centenary Gold Medal by the State Bank of Pakistan in 2004. Mr. Soomro has played a crucial role in financial inclusion and poverty alleviation, leading the Pakistan Microfinance Investment Company and earning a Lifetime Achievement Award from the Pakistan Microfinance Network in 2023.

He has been invited to speak on bank restructuring projects by the World Bank, IMF, and IFC, and held the chairmanship of the National Bank of Pakistan (NBP) and the United National Bank, UK. Mr. Soomro’s influence extends to policy-making education, and philanthropy, serving on the boards of all three financial services regulators in Pakistan, the Economic Advisory Council of Pakistan and on the boards of prestigious educational institutions.

Mr. Zubyr Soomro Independent Director

Mr. Soomro holds a BSc Hons from the London School of Economics and a master’s from the School of Oriental and African Studies, with executive education from Harvard Business School and the Harvard Kennedy School. Currently, he chairs the Board of the Indus Valley School of Art and Architecture and contributes to the boards of Acumen Pakistan and other notable trusts, while also managing his family’s agricultural interests in Jacobabad.

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ANNUAL REPORT 2025 9

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Asif Peer

Group CEO & Managing Director

Mr. Asif Peer is currently serving as Chief Executive Officer (CEO), Managing Director (MD), and a Member of the Board of Directors of Systems Limited. He has been associated with Systems Group for 30+ years in various Senior Management positions, executing company growth strategy in line with the vision and mission. He was awarded the presidential award, Sitara-e-Imtiaz, for his meritorious contribution to the IT sector.

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Asif Akram

Group COO

Mr. Asif Akram is an experienced global management consultant and an information technology professional having over 25 years of experience. As the COO of Systems Limited, he is responsible for the delivery of Systems services while driving operational excellence, improving efficiency, and building upon Systems Limited’s strong foundation for achieving accelerated growth. He is also focused on seeding and enabling AI driven initiatives within Systems Limited both for our teams and customers.

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Roohi Khan

Group CFO

With over two decades of international experience in strategic finance, Ms Roohi Khan serves as the Group CFO at Systems Limited. She oversees the financial stewardship of all group entities worldwide, leading corporate strategy, operations, M&As, and investor relations. In her role, Roohi is responsible for driving sustainable growth, enhancing enterprise value, and strengthening governance across diverse markets. Prior to joining Systems Limited, Roohi was associated with PepsiCo, and Levi Strauss & Co. A dualqualified Chartered Accountant from ICAEW and ICAP, trained by PwC Lahore, Roohi continues to play a pivotal role in shaping Systems Limited’s global growth trajectory and long-term value creation.

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Toima Asghar

Group CHRO

Ms. Toima Asghar is a dynamic HR leader – creating a comprehensive peopletechnology ecosystem, enabling rapid problem identification and solutions, intervention development, and evaluation to deliver tangible business outcomes. She has over 26 years of extensive people and culture management experience, ranging from Banking, Manufacturing, Retail, Telco, Academia to IT industry. With expertise in analytics and a passion for data-driven decisions, her talent acquisition, enablement, and engagement strategies have empowered people to grow within the organization in these industries.

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Khurram Majeed

General Manager, Systems MEA

Khurram Majeed serves as General Manager for Middle East and Africa at Systems Limited. He is a technology evangelist and global change maker with 20+ years of experience. His strategic initiatives have positioned the company as a go-to partner for large telco, banking, and public sector clients. Under his guidance, Systems MEA has consistently delivered innovative solutions, driving digital transformation and contributing to the success of organizations across various sectors.

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Rao Hamid Khan

General Manager, Systems Arabia & Bahrain

Mr. Rao Hamid has served in the IT industry for over two decades with multinational organizations. After serving as Application Innovation Services and Telecommunications Industry Leader at companies like IBM and working for Teradata, he joined Systems Limited as a Chief Commercial Officer. He was then promoted as General Manager and led the Pakistan business for 4 years. In 2022, he was tasked with moving to and setting up Systems KSA operations. He currently holds P&L responsibilities for Saudi Arabia and Bahrain and is based out of Riyadh.

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M. Mairaj Yousuf

General Manager, Pakistan

Mr. Muhammad Mairaj Yousuf leads business operations for Systems Limited in Pakistan, with overall responsibility for business growth, delivery excellence, customer satisfaction, and profit and loss management. He oversees a diverse portfolio of clients across multiple sectors, driving strategic initiatives to strengthen market presence and deliver sustainable value.

In addition to operational leadership, he plays a key role in expanding strategic partnerships to enhance market reach and unlock new business opportunities. With over 25 years of experience, Mr. Yousuf has been instrumental in driving digital transformation and innovation, contributing significantly to the growth and evolution of the technology landscape in Pakistan.

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Waseem Yusaf

General Manager, Systems APAC

Waseem Yusaf is General Manager for Asia Pacific at Systems Limited, leading regional strategy, market growth, and client engagement across APAC. With 25+ years of experience in telecom and technology industry across Asia Pacific, the Middle East, Africa, and Europe, he brings deep expertise in digital transformation and large-scale delivery and cross regional operations. Known for building high-performing teams, he drives operational excellence and strengthens client delivery across the Asia Pacific region.

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Ammara Masood

General Manager BFS

Global Industries GM Banking and Financial Services, Systems Limited, Ms. Ammara Masood, has a career spanning three decades in entrepreneurship and running successful companies. She brings rich global experience across continents in multiple markets in IT Strategy, Consulting, and Digital Transformations for the banking and financial sector. She is responsible for overseeing the company’s strategic direction, expansion, and delivering value-added IT services in banking.

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Imran Soofi

General Manager, Telco

Mr. Imran Soofi leads the global Telecom vertical at Systems Limited and helps our clients in solving their business challenges through technology solutions that have a high ROl, optimal TCO, and efficient turnaround time. He is responsible for strategy, revenue and offerings to ensure long-term, profitable, and sustainable growth of Systems Telco footprint.

Salman Wajid

Chief Process Outsourcing Officer

Mr. Salman Wajid Mian is a dynamic leader in customer experience and one of the pioneers in outsourcing services in Pakistan, with over 20 years of experience. As Chief Process Outsourcing Officer in Systems Limited, he is responsible for steering large-scale culture-transformation initiatives and process re-engineering programs across diverse industry verticals while optimizing operations and resources and driving success.

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Javeria Fahad

Head of Marketing

Javeria Fahad leads global marketing at Systems Limited, bringing over 15 years of experience in strategic marketing, digital innovation, and AI-driven transformation. She drives the company’s B2B strategy, leveraging data and AI to deliver high-impact campaigns that foster growth and deepen client engagement. Her leadership has been instrumental in executing major partner and client initiatives across markets. She is passionate about using emerging technologies and talent to deliver effective marketing and elevate the company’s global brand presence.

Tahir Saeed

Chief Investment Officer

Mr. Tahir Saeed is Chief Investment Officer at Systems Limited, with 15+ years of experience across equity research, asset management, investment strategy, and investor relations. He leads global investments, including identifying new opportunities, conducting due diligence, executing M&A transactions, and overseeing group investments and treasury globally. He has held senior roles at ABL Funds, Stylo, and Topline Securities. A CFA charterholder with a Master’s in Business Economics, he also serves on the board of CFA Society Pakistan (2024–2027).

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Chairman’s Message

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Dear Shareholders,

It gives me great pleasure to address you once again as we reflect on another successful year for Systems. I would like to extend my sincere congratulations to our valued shareholders for their continued trust and support, and to commend the management team and employees for their dedication, resilience, and outstanding performance.

During the year under review, your Company delivered strong financial results, achieving a revenue growth of 19% and an impressive net profit growth of 48% over the previous year. These results are a testament to our robust business model, strategic clarity, and the relentless execution capabilities of our team.

A key highlight of the year has been the successful execution of our inorganic growth strategy. We completed one major acquisition in October 2025 and are currently in the process of finalizing a second. Together, these acquisitions have added over 1,000 skilled professionals along with a battle-hardened leadership, to the Systems family, significantly strengthening our capabilities and positioning us in the years ahead. We are confident that these additions will serve as a strong engine for future expansion and value creation.

Your Company remains firmly committed to Environmental, Social, and Governance (ESG) principles. We continue to align our operations with global best practices and ensure compliance with all relevant standards. The key initiatives undertaken in this regard are detailed in this report, reflecting our belief that sustainable growth must go hand in hand with responsible corporate conduct.

At the same time, we remain mindful of the external challenges facing our industry. The continued pressure arising from a managed exchange rate environment poses a significant risk to maintaining profitability for export-oriented businesses such as ours. We have consistently raised this concern at relevant forums, alongside other industry participants, and will continue to advocate for a more balanced and market-aligned approach.

We are also closely monitoring the evolving geopolitical situation in the Middle East and the associated inflationary pressures, which present potential risks to the broader economic environment. However, our diversified geographic presence provides a degree of resilience and is expected to help mitigate some of these impacts.

A cornerstone of our success has always been our ability to attract, train, and retain high-quality talent. This enduring strength continues to underpin our performance and will remain central to sustaining our growth momentum in the future.

Looking ahead, we remain optimistic about the future. With a strengthened team, expanding capabilities, and a clear strategic direction, Systems is well-positioned to capitalize on emerging opportunities and deliver sustained value to all stakeholders.

On behalf of the Board, I thank you for your continued confidence and support.

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Warm regards, Aezaz Hussain Chairman

ANNUAL REPORT 2025 13

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CEO’s Message

A Year of Resilient Growth and Strategic Acceleration

2025 has been a year of strong execution and strategic progress for Systems Limited. We delivered solid revenue growth alongside continued expansion in profitability improving margins, supported by continued investments in talent, partnerships, and global delivery capabilities. Our Pakistan business achieved a meaningful milestone in profitability, while our international operations continued to scale across the Middle East & Africa (MEA), North America, and Europe.

Banking and financial services continue to anchor our portfolio, complemented by strong momentum in telecom and the public sector. MEA remains our largest market, where we continue to serve as a trusted partner for enterprise transformation, while our recent acquisition will support our strategy in North America and the UK allowing direct access to large, high-value clients.

At its core, our strategy remains consistent: a vertical-led approach, deep penetration in data and AI, partnerships with principals and hyperscalers, and scalable global delivery—now further strengthened by our expanding presence across geographies and access to global talent.

With over 8000 professionals and delivery hubs across Pakistan, Egypt, and the Middle East, we operate with a strong supply-side advantage, positioning us well to capture growing global demand. We have a high customer retention ratio which allows us to create greater references in the market and to utilize these relationships for growth and business development. Our ecosystem remains central to our growth. Strategic partnerships with global leaders such as Microsoft continue to drive co-innovation and pipeline generation, while strengthening our credibility in large-scale transformation programs.

The defining shift of our industry today is the transition from AI experimentation to AI execution. Enterprises are no longer exploring AI in isolation—they are seeking partners who can deliver real, production-grade outcomes within complex, regulated environments. AI is significantly enhancing productivity, but enterprise environments remain complex, with legacy systems, fragmented data, and deep integration needs—making domain-led execution and orchestration critical areas of opportunity for us.

At Systems Limited, we are helping our customers to move from implementing systems to orchestrating outcomes across the organization. We are embedding AI across our delivery model to augment teams and accelerate outcomes, while continuing to rely on human expertise for judgment, governance, and client trust. As AI lowers barriers to building software, demand is accelerating, reinforcing the need for partners who can combine scale, expertise, and AI effectively.

We continue to invest heavily in AI, cloud, and domain capability building, ensuring our workforce remains future-ready. At the same time, we are committed to developing the broader technology ecosystem by engaging with academia and contributing to the development of an AI-ready talent pipeline.

At the same time, we are pursuing targeted inorganic growth opportunities to enhance industry capabilities, AI depth and expertise, expand market access, and accelerate our presence in key geographies. Our recent acquisitions and partnerships, including largescale global engagements such as GBS models, reflect our ability to operate at increasing scale and complexity.

Sustainability considerations are increasingly shaping how we evaluate our business performance and long-term value creation. We ensure that risks are responsibly identified and managed, so they do not translate into unintended impacts on stakeholder returns. As sustainability becomes integrated into our business value and strategy, our initiatives are already reflecting positively in strengthening our brand equity and overall business performance.

As we move into 2026 and beyond, our focus is clear:

• AI at the core of our delivery and solutions, scaling with our domain-led AI offerings

• Expansion in key global markets, particularly North America and Europe

• Continued expansion in MEA

• Disciplined growth with sustained profitability

We have built a business grounded in adaptability, resilience, and disciplined execution. As AI reshapes the industry and global dynamics evolve, we are well positioned not just to navigate change, but to lead through it.

I thank our shareholders for their continued trust, our clients for their partnership, and our people for their unwavering commitment.

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Warm regards, Asif Peer Group CEO & Managing Director

ANNUAL REPORT 2025 14

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ANNUAL REPORT 2025 15

The Directors of the Company take pleasure in presenting the Annual Report of your Company, together with the Unconsolidated and Consolidated Financial Statements for the year ended 31[st] December 2025.

Group Overview

The Company is a public limited company incorporated in Pakistan under the Companies Act, 2017, and listed on the Pakistan Stock Exchange. The Company was incorporated in 1977 and is principally engaged in the business of software development, trading of software, hardware and business process outsourcing services.

Activities

The Company’s revenue comes primarily from Digital/Data/Cloud Services, Managed Services, Consulting Services, IT outsourcing and Business Process Outsourcing/Contact Center. The Group generates ~ 91% of its revenue in currency other than PKR, from export of Services to various geographies such as North America, Europe, Middle East and Asia Pacific and also through signing USD contracts in Pakistan. The Company is well diversified into various industry verticals such as Banking and Finance, Telco, Retail, CPG, Technology, Pharma, and public sector.

Financial performance of the company and the group during 2025

Consolidated

During year ended 31 December 2025, Revenues of the Company were Rs 80,391.88 million in 2025 compared to Rs. 67,473.02 million in 2024. Operating profit from ordinary course of business amounts to Rs 12,006.34 million showing a growth of 45.1%. Despite aggressive investment in growth and talent, company has improved operating profit margin from 12.3% to 14.9% this year. The net profit margin has also improved from 11.1% to 13.7%, standing at Rs 11,040.58 million showing an increase of 48% as compared to same period last year. This has been achieved by growth, enhanced operational efficiency, improving productivity, and optimization of costs primarily fixed costs.

Since FY 2021, the Company has delivered a Compounded Annual Growth Rate (CAGR) in revenue of 51%. This growth is contributed by both the Company and its subsidiaries.

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Consolidated
Particulars FY 2025 FY 2024 Y/Y
Revenue 80,391,884,594 67,473,021,160 19.1%
Gross profit 22,409,264,889 16,157,701,305 38.7%
Operating Profit 12,006,337,696 8,271,972,779 45.1%
Profit before taxation 12,448,252,207 8,291,296,483 50.1%
Profit after taxation 11,040,583,934 7,460,012,773 48.0%
Earnings per share (basic) 7.52 5.11 47.2%
Earnings per share (diluted) 7.44 5.07 46.8%
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Export Contribution

Revenue by Geography

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5%
18%
14%
4%
59%
Middle East, Africa & Others APAC
North America Europe Pakistan
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14%
86%
Domestic Export
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Revenue by Currency

Cost by Currency

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9%
91%
FCY PKR
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43%
57%
FCY PKR
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Unconsolidated

The unconsolidated accounts also show that the Company has maintained a strong topline growth trajectory in 2025 as well. Revenues for the year were Rs. 44,230.61 million showing a growth of 14.8% over the previous year. Profit after tax for the year was Rs. 8,019.01 million showing an increase of 31.1%. Gross profit and operating profit increased by 22.3% and 33.7% respectively.

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Unconsolidated
Particulars FY 2025 FY 2024 Y/Y
Revenue 44,230,607,495 38,526,983,552 14.8%
Gross profit 11,840,004,032 9,683,308,262 22.3%
Operating Profit 7,650,778,999 5,720,375,428 33.7%
Profit before taxation 8,543,259,959 6,401,673,584 33.5%
Profit after taxation 8,019,013,845 6,115,297,176 31.1%
Earnings per share (basic) 5.46 4.19 30.3%
Earnings per share (diluted) 5.41 4.16 30.0%
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ANNUAL REPORT 2025 17

Performance By Segment (Consolidated)

Vertical Segment

The four primary segments now revolve around industry verticals, reflecting the company’s strategic shift:

• Banking Financial Services & Insurance (BFSI): This segment includes activities related to banking, financial services, and insurance. This has become the largest segment for the Company in terms of revenue share. Post acquisition of Temenos regional partner, the Company aggressively cross sells and upsells to all banking and finance customers. The margins have considerably improved but are still lower as compared to other segments due to the investment in the sales and marketing and amortization charge of the license for the country model bank (CMB) which is acquired for 5+ years.

• Retail & CPG (Consumer Packaged Goods): This segment encompasses retail operations and consumer goods. Most of these customers are based in the North America and Europe segment, contributing to higher margins.

• Telco (Telecommunication): This segment involves telecommunications services and technologies. The company has delivered innovative AI cases to Telco and now specialized in many of the digital offerings which is going to help in future growth.

• Technology: This segment includes technology related solutions, products and services. Also includes the work subcontracted to the Company by the other SI.

• Others: This catch-all category includes other remaining segments that don’t fall into the specific verticals mentioned above. Healthcare segment is picking up with the help of AI.

	BFSI	BFSI		Technology Retail & CPG	Technology Retail & CPG	Technology Retail & CPG	Technology Retail & CPG		Telco	Telco		Others	Others		Total*	Total*
	2025	2024		2025	2024	2025	2024		2025	2024		2025	2024		2025	2024
							Rupees in Millions
Revenue	23,905	20,507		7,762	7,676	9,520	8,057		20,308	15,489		18,897	15,744		80,392	67,473
Cost of revenue	(17,683)	(17,119)		(4,970)	(5,088)	(6,470)	(5,761)		(15,227)	(11,451)		(13,632)	(11,896) (57,983)			(51,315)
Gross proft	6,222	3,388		2,792	2,588	3,050	2,296		5,081	4,083		5,265	3,848		22,409	16,158
Research & Development Expense	(102)	(44)		3	(8)	3	(9)		( 7)	(17)		6	(15)		( 82)	(92)
Distribution expenses	(921)	(754)		( 299)	(282)	( 367)	(296)		( 782)	(570)		( 728)	(579)		( 3,097)	(2,482)
Administrative expenses	(1,852)	(1,465)		( 601)	(548)	( 737)	(576)		( 1,573)	(1,107)		( 1,464)	(1,125)		( 6,228)	(4,820)
	(2,875)	(2,263)		(898)	(839)	(1,101)	(881)		(2,348)	(1,694)		(2,186)	(1,719)		(9,408)	(7,395)
Proft before taxation	3,347	1,124		1,894	1,749	1,949	1,415		2,733	2,344		3,079	2,130		13,002	8,763
and unallocated income
and expenses	*Numbers	are rounded off to millions hence slight difference from fnancial statements.

Geographical Segment

The Company is showing strong growth across all three segments, with Middle East region taking the lead, followed by Europe and North America. Export sales of the Company are approximately 86% of total sales. The regional update is covered in detail in future outlook.

	North	North		Europe	Europe		Middle East	Middle East		APAC	APAC		Pakistan	Pakistan		Total*	Total*
	America						& Africa
	2025	2024		2025	2024		2025	2024		2025	2024		2025	2024		2025	2024
								Rupees in Millions
Revenue	14,771	13,890		4,239	3,021		47,110	39,553		2,771	2,300		11,500	8,709		80,392	67,473
Cost of revenue	(9,934)	(9,257)		(2,617)	(1,824)		(33,937)	(29,784)		(1,794)	(1,666)		(9,701)	(8,784)	(57,983)		(51,315)
Gross proft	4,837	4,634		1,623	1,197		13,173	9,769		978	633		1,799	(75)		22,409	16,158
Research & Development Expense	2	(36)		(29)	(8)		(33)	(31)		2	(3)		(25)	(14)		(82)	(92)
Distribution expenses	(196)	(290)		(91)	(63)		(2,160)	(1,805)		(286)	(202)		(364)	(121)		(3,097)	(2,482)
Administrative expenses	(1,035)	(1,222)		(235)	(267)		(4,173)	(2,948)		(212)	(80)		(573)	(303)	(6,228)		(4,820)
	(1,228)	(1,548)		(355)	(339)		(6,366)	(4,785)		(496)	(286)		(962)	(439)	(9,408)		(7,395)
Proft/(loss) before taxation	3,609	3,086		1,267	858		6,807	4,984		482	348		837	(513)		13,002	8,763
and unallocated income
and expenses	*Numbers	are rounded off to millions hence slight difference from fnancial statements.

ANNUAL REPORT 2025 18

North America & Europe

Margins of North America region are 32.75% GP and 24.43% OP. The Company is expecting to see higher growth in this segment with the acquisition of Confiz. There is great opportunity to cross sell and up sell systems offerings to Confiz current enterprise landscape. The gross margins and operating margins for Europe stands at 38.27% and 29.89% respectively.

Middle East and Africa

Middle East & Africa region contributes ~59% of the total group revenue. In the Middle Eastern region, the subsidiaries in UAE and Arabia are leading the growth trajectory. Further, Qatar is also expecting to gain momentum and expected to become a sizeable business in near future. We have very healthy backlog of revenue in this territory.

APAC

APAC has also become a significant segment where the Company is seeing growth specially in the Technology and BFSI sector with healthy margins.

Pakistan

The Company is streamlining the Pakistan segment by enhancing revenue quality, driving efficiencies, and optimizing costs. The Pakistan segment continued its upward trajectory by turning positive, showing 7.3% OP for this year compared to a -6% loss last year. The Company is heading towards improving both top line and bottom line in Pakistan with a healthy backlog and pipeline.

Dividend & Appropriations

For the year 2025, the Directors recommended a payment of final cash dividend Rs. 2 per share after a split of 1:5 last year (2024: Rs. 6 per share) from the unappropriated profit of the parent company.

The following appropriation on account of dividend was made during the year:

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|||
|---|---|
|Un-appropriated profit (PKR)|
|Balance as at 31 December 2024|23,753,597,914|
|Total comprehensive income for the year|8,019,013,845|
|Less: Final dividend for the year ended 31 December 2024 at the rate of PKR Rs 6 per share|(1,758,696,899)|
|Balance as at 31 December 2025|30,013,914,860|

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Earnings Per share

The Basic and Diluted earnings per share for the Group for the year ended 31 December 2025 are Rs. 7.52 and Rs.7.44 (31 December 2024: Rs. 5.11 and Rs. 5.07) per share.

Similarly, the basic and diluted earnings per share for the Company are Rs. 5.46 and Rs. 5.41 (31 December 2024: Rs. 4.19 and Rs. 4.16) per share.

Awards and Accolades

The Company actively competes with leading global firms across the UAE and broader GCC markets, and its continued recognition in 2025 has further reinforced its credibility in regional markets, enabling sustained business growth and expansion into high-value opportunities.

Enhancing its industry reputation, the Company has once again been recognized as a member of the Microsoft Inner Circle for 2025. This prestigious accolade highlights the organization’s consistency, innovation, and excellence in delivering Microsoft solutions, underscoring its strong partner ecosystem and long-term commitment to enterprise transformation.

Further strengthening its standing in the technology and digital services landscape, the Company has been recognized by leading analyst firm Everest Group for its capabilities in IT services and digital transformation. In addition, recognition from P@SHA and being acknowledged among Pakistan’s top IT exporters reflects the Company’s significant contribution to the country’s technology exports and its growing global footprint.

Further solidifying its leadership in the financial services sector, Temenos has recognized the Company as a leading regional delivery partner in 2025. This achievement reflects the Company’s strong execution capabilities in delivering large-scale core banking transformations and its continued contribution to business growth through strategic integrations and domain expertise

ANNUAL REPORT 2025 19

People’s Update

The Company continues to invest in strengthening its talent base, with a focus on building future-ready capabilities aligned with evolving client needs.

Over the past two years, significant progress has been made in upskilling the workforce in AI-enabled tools and technologies, enabling enhanced productivity and more value-driven client delivery. This focus will continue, with further investment in developing advanced digital and AI capabilities across teams.

In parallel, the Company is evolving towards a globally integrated talent model, leveraging AI-driven recruitment and workforce deployment. This approach enables access to a broader talent pool across multiple geographies and supports scalable, highquality service delivery independent of location.

By combining global talent access with technology-enabled workforce management, the Company is well positioned to meet the demands of a dynamic and increasingly digital business environment.

Infrastructure

Company continues to invest in infrastructure to support its long-term growth and delivery requirements. A new office facility in Lahore is currently in the planning phase, with approvals underway and construction expected to commence in the second half of 2026. The project, with an estimated timeline of two years, will accommodate over 2,000 employees and include a dedicated parking infrastructure.

This expansion is aligned with the Company’s strategy to scale operations, enhance delivery capacity, and support a growing global client base.

Furthermore, the Company has registered its Lahore office under the Special Technology Zones (STZ) framework, enabling access to tax incentives and supporting a more efficient cost structure. The Company is in the process of acquiring an office in Karachi as well which is registered with STZ.

Corporate Social Responsibility(CSR)

The Company is dedicated to creating meaningful and lasting impact within the communities it serves. With a strong belief that youth are the driving force of the future, the Company focuses on empowering young individuals through education, skill development, and access to opportunities—especially in the field of technology.

The Company’s CSR strategy is centered around three core pillars: Education, Health, and Youth Empowerment. It strives to bridge gaps in access to quality education by supporting initiatives that equip individuals with modern, technology-driven skills. Through continued backing of the IT Mustakbil Training Program, the Company is enabling individuals to reskill and upskill, ensuring they are better prepared to participate in and contribute to the evolving digital economy.

Youth empowerment remains at the heart of all efforts. By providing equal learning opportunities and fostering inclusion, the Company aims to help underprivileged children and young people build sustainable careers and avoid social and economic exclusion.

In the area of healthcare, the Company remains committed to improving community well-being by facilitating access to quality medical services. This is achieved through partnerships with healthcare institutions, along with targeted donations and sponsorships that support essential health initiatives.

During the financial year, the Company contributed approximately Rs 69.3 million in cash donations along with free laptops and devices to support these causes, reinforcing its commitment to building a healthier, more educated, and empowered society.

Environment, Social, Governance (ESG)

In line with the Company’s Sustainability Vision, the Company has identified five (5) pillars to cater its ESG footprint and to map its activities with the UN sustainability principles. Periodic self-assessment is undertaken and progress with the objectives aligned with each pillar are reported.

ANNUAL REPORT 2025 20

These pillars are as follows:

Be kind to the Environment

• Water Conservation through awareness programs

• Water used for sanitation, and other domestic purposes is returned to municipal sewer systems with approximately no net loss, reflecting the low-impact nature of our office-based activities

• Per employee water consumption improved by 23.70% in 2025

• Reduced dependency on national grid through upgradation of solar capacity, leading to a reduction of 8.5% in grid consumption during FY 2025

• Selling back excess electricity generated to the national grid. 27,000 kWh of electricity was exported to the grid in FY 2025

• • Implementation of energy efficient HVAC systems and LED lighting upgrades across offices to improve energy efficiency

• Adopting reuse and recycle practices to reduce waste

• Controlled disposal processes, vendor oversight, and continuous monitoring of waste volumes, to minimize environmental impacts and promote responsible resource management

• Strengthened e-waste management through certified recycling vendors and asset lifecycle tracking

• Expanded digital documentation policies and paper reduction initiatives across operations

• Progress underway towards formalizing science-based climate targets and strengthening climate governance frameworks

• • Initiated comprehensive GHG emissions quantification across Scope 1, 2 and 3 aligned with the GHG Protocol

Be kind to the Employees

• Increased employment of specially abled employees (up by 67% in 2025)

• Increased employee engagements through town halls and management meetings

• Enhanced emphasis on women empowerment

• Significant increase in trainings & certifications - Continued investment in employee learning and professional development programs to enhance workforce capabilities

• Implementation of initiatives promoting inclusive workplace practices and equal opportunities, supporting retention and workforce productivity

• Numerous safety drills and sessions on work space ergonomics

• Ongoing collaboration with academic institutions and recruitment channels to support local talent development.

• A formal whistleblowing and grievance policy strengthens accountability by providing a structured channel for employees to raise workplace concerns.

• Regular training and awareness programs to educate employees about their rights

• Facility to avail interest-free emergency loans;

• On-site daycare facilities to assist working parents with young children

• Availability of gym facilities to support employee health and wellbeing

Giving back to the Society

• Allocation of CSR budget and planned CSR initiatives

• Initiated Digital Inclusion through IT Mustakbil Program

• Increased donations to schools, hospitals and other charity organizations including but not limited to Aga Khan University, Indus Hospital, Shaukat Khanum Memorial Trust, and The Citizens Foundation

• Helping employees in times of difficulty

• In 2025, approximately PKR 69.3 million was invested in local community initiatives across Pakistan

Governance

• Independent Board and its committees promoting GRC

• Board comprises members of diverse professional backgrounds, including technology, finance, governance, and human capital

• Responsible tax practices

• Disclosure of all related party transactions

• Code of conduct/Business ethics - Structured governance framework designed to promote integrity, accountability, and responsible business practices

• Cyber security and data privacy - Maintain strong information security and data protection controls aligned with international standards and regulatory requirements.

• Strengthened sustainability oversight framework by embedding sustainability governance within its overall corporate governance architecture

• A comprehensive suite of internal policies and procedures aligned in substance with internationally recognized responsible business conduct standards

Sustainable Financial Growth

• 5-year revenue CAGR over 51%

• Consistent dividend payouts and capitalization gains

• Global expansion to reduce concentration risk

• Disciplined cost management, global delivery capabilities, and continuous innovation, the enabling sustainable financial performance

• Long-term customer relationships combined with deep industry expertise across diversified sectors reflect sustainability and resilience For further details, a summarized sustainability report is included within the Annual Report, while a comprehensive and detailed report is available separately on the Company’s website..

ANNUAL REPORT 2025 21

Future Outlook and Prospects for Growth

The Company delivered strong strategic progress during the year, marked by targeted acquisitions, expansion into new service lines, and continued geographic diversification.

Acquisitions

A key milestone was the completion of two strategic acquisitions, including Confiz and BAT-Shared Services. These transactions significantly strengthen the Company’s market position and are expected to contribute higher revenue growth, with full-year impact to be realized in the upcoming period.

The acquisition of Confiz once approved by the court, will be effective from 1st Jan 2026 and will provide direct access to North American enterprise clients and will create meaningful opportunities for cross-sell and up-sell, leveraging the Company’s scale, delivery capabilities, and domain expertise. Integration efforts are progressing as planned, with early indications of synergy realization.

In parallel, the Company has successfully scaled its Global Business Services (GBS) operations, particularly in relation to BAT, establishing a new growth vertical. Early pipeline traction and expanding engagement scope, including collaboration with partners such as Accenture, reinforces confidence in this segment.

Growth Strategy

The Company enters the coming year with a strong foundation with a healthy backlog and a clear strategic direction, supported by a diversified portfolio of markets, capabilities, and growth drivers. The Company will continue to pursue a balanced growth approach:

• Organic growth within existing client relationships

• Expansion of net new customers through strengthened partnerships with global technology leaders

• Inorganic growth through selective acquisitions, including the use of structured transaction approaches where appropriate

Geographic Expansion

The Company will continue to diversify its revenue base across key regions:

• North America: Scaling recently acquired platforms and expanding enterprise client relationships

• UK & Europe: Building a full-fledged regional operation and expanding into continental Europe by establishing its UK entity. The Company is in the process of onboarding leadership, with full operational capability expected in the near term. The UK will serve as a hub for broader European expansion

• APAC: Investments made in the prior year are yielding results, with strong momentum in Vietnam, Malaysia, and Indonesia, supported by a growing backlog. Plans are underway to further strengthen sales capability and evaluate a delivery center in Malaysia.

• Middle East:

• UAE remains a core market, supported by a diversified base of large enterprise clients across key sectors.

• Saudi Arabia is emerging as a high-growth market, with a strengthening pipeline following initial market development.

• • Domestic: The business in Pakistan has demonstrated a notable turnaround, with profitability improving from negative to positive levels. This reflects the impact of focused execution and operational discipline. the Company expects continued improvement in the domestic business, with a focus on aligning margins closer to those achieved in international markets

AI and Data-Led Opportunities

Operationally, the Company has also made significant progress in AI enablement, embedding AI across internal processes and client-facing solutions. Workforce capability has been strengthened, with widespread adoption of AI tools to enhance productivity and service delivery. The Company sees significant opportunity in the evolving AI landscape. While enterprise interest in AI continues to grow, effective adoption requires strong data foundations and integrated systems.

Accordingly, the Company is focused on:

• Expanding capabilities in data engineering and system integration

• Embedding AI across all client engagements, including proposals and transformation programs

• Developing repeatable use cases and scalable solution models to drive measurable value for clients

The Company is also strengthening its alignment with global technology principals (OEM partners), enabling rapid adoption and deployment of new AI platforms and services. This positions the Company as a key implementation partner in driving enterprise AI adoption.

Macroeconomic Considerations

The Company remains mindful of external factors, particularly currency movements, given the significant proportion of USDdenominated revenue. While recent trends have impacted margins, stabilization aligned with economic fundamentals is expected to support profitability.

ANNUAL REPORT 2025 22

Principal Risk and Uncertainties Facing the Company

Risk Factors

Following are some of the risk factors that may impact our business and financial results:

• Political Risk – The current local and global political environment can impact businesses if the situation gets adverse.

• Macro-Economic Environment – The global macroeconomic environment remains uncertain, with continued concerns around economic slowdown in key markets and ongoing geopolitical tensions, particularly in the Middle East region.

• Despite of this, the Management remains confident that the Company will continue to meet its targets. The principal risks that may impact the region are slower customer collections, delayed spending decisions and margin pressure in the exposed sectors; however, management believes core technology and transformation demand will continue. To mitigate these risks, the Company is prioritizing cash collection, strengthening operating discipline, expanding offshore and hybrid delivery models, and further diversifying across the UK, Europe, APAC, the US, Pakistan and Egypt. Management also sees the disruption as an opportunity to gain market share as clients seek lower-cost, resilient delivery partners and as talent and acquisition opportunities become more accessible. The Company therefore views the current situation as both a riskmanagement priority but also as a potential catalyst for accelerated growth.

• Country Risk – Political instability, high inflation and interest rates can impact business.

• Exchange Rate Risk – The Company remains exposed to foreign exchange movements, given that a significant portion of its revenues is denominated in USD while the majority of its cost base is in PKR.

• Continued strength in the PKR relative to the USD may exert pressure on margins, particularly in the absence of corresponding pricing adjustments or productivity gains. The Company continues to actively monitor currency trends and implement mitigation strategies to manage this risk.

Changes during financial year concerning the nature of the business of the company or of its subsidiaries and joint operation

There has been no change in the nature of business of the company or its subsidiaries.

Main trends & factors likely to affect the future development, performance and position of the company business

Technology is rapidly changing and demands are on the higher side for disruptive technologies. In order to grow at a faster pace, the Company has to scale up and nurture talent. Scaling into relevant technologies will have a significant impact on future performance and position of the Company’s business. Company is fully geared to participate in the AI driven technology advancement.

Adequacy of internal financial controls

The management of Systems Limited as a Group is responsible for the establishment and maintenance of the Company’s and the Group’s system of internal control in order to identify and manage risks faced by the Group. The system provides reasonable, though not absolute, assurance that:

• Assets are safeguarded against unauthorized use or disposition;

• Proper and reliable accounting records are available for use within the business;

• Adequate control mechanisms have been established within the operational businesses and

• Internal financial controls deployed within the Company have been satisfactory throughout the year.

Corporate governance and financial reporting framework

• As required by the Code of Corporate Governance, the directors are pleased to confirm that:

• The financial statements prepared by the management of the Company and the Group, present its state of affairs fairly, the result of its operations, cash flows and changes in equity

• Proper books of accounts of the Company and each of its subsidiaries have been maintained • Appropriately accounting policies have been consistently applied in the preparation of financial statements and accounting estimates are based on reasonable and prudent judgment

• International Financial Reporting Standards, as applicable in Pakistan, have been followed in the preparation of financial statements and there have been no departures therefrom

• The system of internal control is sound in design and has been effectively implemented and monitored

• There are no significant doubts about the Company’s ability along with the subsidiaries to continue as a going concern.

There has been no material departure from the best practices of corporate governance as detailed in listing regulations.

ANNUAL REPORT 2025 23

Composition of the Board

In line with the requirements of the CCG, the Company encourages representation of Independent and Non-Executive Directors, as well as gender diversity, on its Board. The current composition of the Board is as follows:

Total Number of Directors

• Male: 5

• Female: 2

Composition

i. Independent Directors: 4

Mr. Zubyr Soomro Ms. Maheen Rehman Ms. Romana Abdullah Mr. Omer Saeed

ii. Non-Executive Directors: 2

Mr. Aezaz Hussain - Chairman

Mr. Arshad Masood

iii. Executive Director: 1

Mr. Asif Peer - CEO

Board Committees

The Board of Directors has constituted Audit Committee, Human Resource & Compensation Committee and Sustainability Committee. The names of members of Board Committees and number of meetings attended by each member is as follows:

Audit Committee

HR & Compensation Committee

Sustainability Committee

Mr. Zubyr Soomro - Chairman Mr. Omer Saeed – Chairman Ms. Romana Abdullah - Chairman Ms. Maheen Rehman – Member Ms. Maheen Rehman – Member Mr. Asif Peer – Member Ms. Romana Abdullah – Member Mr. Arshad Masood – Member

During the period under review, eight (8) Board meetings, three (03) Audit Committee meetings, one (01) Human Resource and Compensation Committee (HRCC) meetings, and no (0) Sustainability Committee meeting was held as it was formed close to the year end. Attendance by each Director of the respective Board/Sub – Committees meetings was as follows:

Board of Directors

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Name of Director Board of Directors Audit Committee HRCC Sustainability Committee
Mr. Aezaz Hussain 8 - - -
Mr. Arshad Masood 6 - 1 -
Mr. Asif Peer 8 - - -
Mr. Zubyr Soomro 8 3 - -
Mr. Omer Saeed 7 - 1 -
Mr. Maheen Rehman 7 3 - -
Ms. Romana Abdullah 8 3 - -
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ANNUAL REPORT 2025 24

Directors’ remuneration

The Board of Directors has approved a formal Directors’ Remuneration Policy which includes a transparent procedure for the remuneration of Directors, in accordance with the Companies Act, 2017 and CCG. As per the said policy, Non-Executive and Independent Directors are paid a pre-tax remuneration of PKR 200,000/- for attending each meeting of the Board or its Sub– Committee.

Appropriate disclosure for remuneration paid during the year to Directors and the Chief Executive has been provided in note 45 to

the unconsolidated financial statements.

Board evaluation

As required under the Listed Companies (Code of Corporate Governance Regulations), 2019, the Board conducts a self– evaluation of its performance on an annual basis. The Board of Directors believes that continuous assessment is critical in determining how effectively the Board has performed against the objectives and goals that they have set for themselves. Based on the results of the evaluation, areas of improvement are identified, and corrective action plans are prepared and acted on.

Directors’ training

Seven Directors have either acquired the Directors’ Training Program Certificates or are exempt from the requirements of Director’s Training Program as per the Listed Companies (Code of Corporate Governance) Regulations, 2019 of the CCG. All Directors are fully conversant with their duties and responsibilities as Directors of corporate bodies.

Key operating and financial data

Key operating and financial data for the last six years is annexed with the annual report.

Investments of provident fund

The value of provident fund operated by the Company, based on the un-audited accounts of the fund as on 31 December 2025 amounts to Rs 5,401.05 million (31 December 2024: Rs 4,251.85 million)

Pattern of shareholding

The Pattern of Shareholding as at 31 December 2025 of Systems Limited is annexed in the annual report.

Trading by directors, executives and their spouses and minor children

The Company’s Directors, executives and their spouses and minor children did not trade in the Company’s shares during the year ended 31 December 2025 other than those disclosed on Pakistan Stock Exchange.

Review of related parties transactions

In compliance with the Code of Corporate Governance and applicable laws and regulations, details of all related party transactions are placed before the Audit Committee and upon recommendation of the Audit Committee, the same are placed before the Board for review and approval. All the directors are required to disclose their interest where such transactions are of interest to them.

Quarterly and annual financial statements

The financial statements were duly endorsed by CEO and CFO before approval of the Board. Quarterly financial statements of the Company, along with consolidated financial statements of the Group, were approved, published and circulated to shareholders within statutory timelines, while Half yearly financial statements of the Company reviewed by the external auditor and consolidated audited financial statements of the Group, approved by the Board, published and circulated to shareholders within statutory timelines.

Auditors

A.F. Ferguson & Co. has completed its tenure for the year 2025 and retire at the conclusion of the 49th Annual General Meeting. Being eligible, they have offered themselves for re-appointment for the financial year ending December 31, 2026.

Upon recommendation of the Audit Committee, the Board recommends appointing M/s A.F. Ferguson & Co. as the statutory auditors of the Company for the year ending December 31, 2026, subject to the approval of the Shareholders at the forthcoming Annual General Meeting of the Company.

ANNUAL REPORT 2025 25

Consolidated financial statements

For details of group associates, subsidiaries and sub-subsidiaries included in the consolidated financial statements, please refer note 1.2 and 1.3 of the consolidated financial statements.

Subsequent events

No material changes or commitments affecting the financial position of the Company and the Group have occurred between the end of the financial year and the date of this report except as those disclosed in the audited financial statements annex with the annual report.

Acknowledgement

The Board takes this opportunity to thank the Company’s and its subsidiaries’ valued customers, bankers and other stakeholders for their coorporation and support. The Board greatly appreciates hard work and dedication of the management and all employees of the Group.

On behalf of the Board

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Asif Peer

Chief Executive Officer

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Aezaz Hussain

Chairman

Date: 6-April-2026 Lahore

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23,753,597,914 8,019,013,845 (1,758,696,899) 30,013,914,860

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2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025
Rupees in Millions
67,473 80,392 15,744 18,897 15,489 20,308 8,057 9,520 7,676 7,762 20,507 23,905
(51,315) (57,983) (11,896) (13,632) (11,451) (15,227) (5,761) (6,470) (5,088) (4,970) (17,119) (17,683)
16,158 22,409 3,848 5,265 4,083 5,081 2,296 3,050 2,588 2,792 3,388 6,222
(92) (82) (15) 6 (17) (7) (9) 3 (8) 3 (44) (102)
(2,482) (3,097) (579) (728) (570) (782) (296) (367) (282) (299) (754) (921)
(4,820) (6,228) (1,125) (1,464) (1,107) (1,573) (576) (737) (548) (601) (1,465) (1,852)
(7,395) (9,408) (1,719) (2,186) (1,694) (2,348) (881) (1,101) (839) (898) (2,263) (2,875)
8,763 13,002 2,130 3,079 2,344 2,733 1,415 1,949 1,749 1,894 1,124 3,347
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2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025
Rupees in Millions
67,473 80,392 8,709 11,500 2,300 2,771 39,553 47,110 3,021 4,239 13,890 14,771
(51,315) (57,983) (8,784) (9,701) (1,666) (1,794) (29,784) (33,937) (1,824) (2,617) (9,257) (9,934)
16,158 22,409 (75) 1,799 633 978 9,769 13,173 1,197 1,623 4,634 4,837
(92) (82) (14) (25) (3) 2 (31) (33) (8) (29) (36) 2
(2,482) (3,097) (121) (364) (202) (286) (1,805) (2,160) (63) (91) (290) (196)
(4,820) (6,228) (303) (573) (80) (212) (2,948) (4,173) (267) (235) (1,222) (1,035)
(7,395) (9,408) (439) (962) (286) (496) (4,785) (6,366) (339) (355) (1,548) (1,228)
8,763 13,002 (513) 837 348 482 4,984 6,807 858 1,267 3,086 3,609
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ANNUAL REPORT 2025 36

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14%
86%
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43%
57%
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5%
18%
14%
4%
59%
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9%
91%
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44,230,607,495 38,526,983,552 14.8%
11,840,004,032 9,683,308,262 22.3%
7,650,778,999 5,720,375,428 33.7%
8,543,259,959 6,401,673,584 33.5%
8,019,013,845 6,115,297,176 31.1%
5.46 4.19 30.3%
5.41 4.16 30.0%
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ANNUAL REPORT 2025 37

st

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19.1% 67,473,021,160 80,391,884,594
38.7% 16,157,701,305 22,409,264,889
45.1% 8,271,972,779 12,006,337,696
50.1% 8,291,296,483 12,448,252,207
48.0% 7,460,012,773 11,040,583,934
47.2% 5.11 7.52
46.8% 5.07 7.44
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ANNUAL REPORT 2025 38

Vision

As an AI-first organization, we combine business acumen, delivery excellence, and a customerobsessive approach with strong strategic partnerships. Through continuous innovation and empowered talent, we harness AI-driven capabilities to deliver meaningful value to our clients and stakeholders.

Mission

Systems Limited is committed to delivering future-ready, technology-enabled AI-driven services across the globe to transform businesses and communities. We aim to utilize proven methodologies, streamline processes and innovative frameworks, and nurture a customercentric workforce.

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ANNUAL REPORT 2025 39

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About us
As a global AI-first systems integrator, Systems Limited continues to advance Strategic
the frontier of innovation, creating long-term value for our enterprise clients, Acquisitions
stakeholders, employees, and the communities we serve. In fiscal year
BAT PK GBS
2025, we delivered strong performance while expanding our market share,
strengthening strategic partnerships and channel alliances, and extending
our global footprint across UK, US, and APAC while deepening our presence in & Confiz
MEA and KSA. Today, we operate across 16+ countries, supported by a global
talent base of 8,271 professionals, enabling us to deliver scalable digital, Guided
cloud, and AI-driven solutions to enterprises worldwide. by a
As part of our continued focus on market expansion and strengthening global
capabilities, in 2025 we acquired BAT SAA Services (Private) Limited through mindsetAI-first
a strategic partnership with Accenture. This milestone marks a defining step
in our journey to build the next generation of AI-powered global services.
Expanding
Further expanding our global portfolio, we also acquired Confiz, a global IT
footprint across
services company with a strong presence in North America and Europe and
deep expertise in retail and CPG digital and AI transformation. This acquisition UK and US
strengthens our strategic focus on these key markets, enabling us to scale
delivery, deepen client proximity, and expand our capabilities across data,
cloud, and AI-driven modernization.
Driven by a
As a homegrown organization built on organic growth, we continue to scale customer-
our global ambitions through a balanced strategy of strategic acquisitions
obsessed
and enduring partnerships. Anchored in a customer-obsessed culture and
guided by an AI-first mindset, we operate as one team with a shared goal culture
of driving meaningful change and delivering measurable outcomes for our
clients and stakeholders. With innovation embedded in everything we do, we
navigate complex market dynamics with agility, meet enterprises where they
are in their transformation journeys, and create sustainable value across the
global enterprises we serve.
ANNUAL REPORT 2025
40
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Transforming industries with AI-driven innovation

At Systems Limited, AI is the driving force behind everything we do; transforming industries, rethinking processes, and delivering innovative, first-of-its-kind solutions. Our AI-driven approach is deeply integrated into every aspect of our operations, from strategy and governance to solution delivery and talent development. With a relentless focus on Generative AI, AI copilots, and proprietary AI accelerators, we empower enterprises to unlock scalable, measurable impact that drives sustainable growth.

Our AI transformation journey is structured around the following pillars that reinforce our commitment to creating long-term value for clients:

AI Solutions & Delivery

AI permeates every aspect of our solution delivery, from Generative AI-powered contact centers to predictive models for churn forecasting, billing optimization, and autonomous agents. By leveraging AI copilots and decision intelligence, we enhance process automation, streamline workflows, and empower data-driven decision-making across industries. Our AI governance framework ensures these solutions are deployed responsibly, maintaining transparency, compliance, and oversight throughout every phase. This extensive application of AI not only optimizes operations but also accelerates value realization for businesses worldwide.

Innovation and Partnerships

As leaders in AI-driven innovation, we focus on creating proprietary accelerators and fostering global partnerships to develop cutting-edge solutions. Our collaborative efforts are aimed at addressing the most pressing challenges across industries, from healthcare delivery to supply chain optimization. Through AI partnerships, we continue to push the boundaries of what’s possible, driving digital transformation at scale.

People & Capability Enablement

Empowering our people is key to AI integration. We ensure our workforce is AI-ready through role-based training, AI hackathons, and structured upskilling programs under the AI.Now initiative. This focus on continuous learning and capability building ensures that our employees are equipped to meet the growing demands of AI adoption and are ready to drive innovation at every level of the organization.

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ANNUAL REPORT 2025 41

Our success stories in Generative AI

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PharmacovigilanceAdverse Event Reporting Automation

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AI Fashion Stylist

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Competitive Delivery Optimization

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Product Positioning in Customer Perception Maps

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Ask Enterprise Solution

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Reteta – Medical Coding & Scribing Solution

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Beautician Consultant Bot

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Email Marketing Personalization

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Transforming HR Operations with GenAI

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AI For Meta Data Discovery

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Hami – By Boston Health AI

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Intelligent Sensor Data Platform

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ANNUAL REPORT 2025 42

Our partner ecosystem

Our strategic edge is not just built on disciplined execution and agile processes, but also on a strong ecosystem of global technology partners. Collaborating with industry leaders strengthens our capabilities in AI, cloud, and digital transformation. These long-standing relationships provide us with the tools and technologies necessary to drive scalable, impactful solutions that deliver long-term value. By seamlessly integrating our partner network into our processes, we are able to offer enhanced innovation, foster deeper collaboration, and continuously exceed the expectations of our clients, investors, and stakeholders alike.

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13+ Years ofPartnership 4+ Years ofPartnership 15+ Years ofPartnership
7+ Years ofPartnership 12+ Years ofPartnership 3+ Years ofPartnership
6+ Years of 2+ Years of 2+ Years of
Partnership Partnership Partnership
•
3+ Years ofPartnership 3250+ resources certified in Microsoft, Temenos, IBM, SAP, and AWS products and services
• Credible representation as technology partner in 5+ continents
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Performance anchored in principles

Our commitment to excellence is guided by the core values of courage, integrity, and empathy. These principles drive us to lead with decisiveness, uphold the highest ethical standards, and foster collaborative relationships that deliver sustained, impactful results.

Courage Integrity Empathy

Leading with decisiveness, Maintaining the highest ethical taking calculated risks for standards in all interactions, impactful outcomes building trust and loyalty

Respond to needs and challenges with empathy and genuineness, fostering stronger relationships and collaboration

Trust that drives recurring growth

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93% recurring revenue contribution

50%+ employee-owned enterprise

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500 Fortune client portfolio Multi-year Client retention

ANNUAL REPORT 2025 43

2025 global recognition and awards

Corporate Recognition

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Top Exporter 5x & Runner-Up in Inclusion & Community Services

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Most Compliant Employer Award

Global & Technology Partnership

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Microsoft Inner Circle Recognition – Systems Limited Middle East and Africa - Techvista

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Etisalat partner recognition award – 2025

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IBM Top Revenue Partner Award – EZY Group

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Huawei Cloud Middle East outstanding systems integrator partner award

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Temenos Sales Partner of the Year - Systems Limited Middle East and Africa – Techvista

Industry & Analyst Accolades

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Aspirant in Banking & Financial IT Services Specialists PEAK Matrix® 2025

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Recognized with Outstanding Financial Technology Implementation by a Team award

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Best Core Banking implementation award

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Finalist in Top Tech Team

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Winner in Infrastructure Technology IT Services for OHB

ANNUAL REPORT 2025 44

Our offerings

Our global strategy is anchored on key pillars of AI, digital, data, and cloud, and it has been steering the wheel of our work across different industry sectors.

AI Transformation

• Predictable AI

• Generative AI

• Machine Learning

• ML Ops

• AI Assessment Services

Data & Analytics

• Data Analytics

• Data Modernization

• Connected Intelligence

• Data Management

Enterprise Services

• Business Applications (CRM, ERP)

• Enterprise Integration & API Management

• Robotics Process Automation

• Content Management

• Rules Management

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Digital Transformation

• Digital Experiences (Portals, Mobility)

• Digital Consulting

• Digital Commerce

Cloud

• Consulting

• Migration

• App Modernization

• Cyber Security

• Managed Services

Digital IT Operations

• Managed Services

• Security Ops

• Data Ops

• DevSec Ops

• Service Desk

Global Business Services

• Value-Added Finance & Marketing Capabilities

• Centralized enterprise-wide operations

• Cross-function service integration

• Standardized processes & governance

• Digital + automation–enabled delivery

ANNUAL REPORT 2025 45

A tale of courage & success

• Launched • Diversified in

• • Founded as the operation in mortgage, • Public Limited first software the US. Worked apparel & soft Company of with high profile goods industry. • (unlisted) Pakistan clients from Grew customer from Private Fortune 500 base in the US • Added BPO

• 1977 1997 2003 2005 2007

• Strategic investment in Salesflo (formerly Retailistan)

• Forbes Asia’s Best Under A Billion 2021

• Won Microsoft InnerCircle award

• Expanded operations in KSA

• ICCI President IT Award

• Won P@SHA Top Exporter award

• Two wins in Asia Money 2021

• Strategic acquisition of NdcTech

• Strategic acquisition of Treehouse Consulting

• Expanded and launched business operations in KSA, Egypt, Australia, South Africa, and Singapore

• Forbes Best Under A Billion 2022

• 2022/2023 Inner Circle Microsoft Business Applications award

• SAP Top New Partner and Service Excellence Awards for EMEA

• Most Outstanding Company at Asiamoney 2022

• 3 wins at P@SHA ICT Awards 2022

• Best IT Services Company at 21st ITCN Asia 2022

• Among top 3 companies on PSX 25 companies list

• Microsoft 2023 Country/Region Partner of the Year for Pakistan & UAE

• 2023/2024 Inner Circle Microsoft Business Applications award

• Forbes Asia’s Best Under A Billion and Fastest Growing Company in Asia

• Best Core Banking Implementation award 2023 – IBS Intelligence

• Asian Technology Excellence Award for Digital IT Services in Banking -2023

• Temenos Best Delivery Partner 2023 – MEA

• e& Value Creation Award 2023

• Most Outstanding Company at ASIAMONEY 2023

• P@SHA ICT Top Exporter Award 2023

• Among top 3 companies on PSX

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2023

2021

2022

ANNUAL REPORT 2025 46

• Listed on PSX

  • Won the Microsoft Partner of the Year

• Launched OneLoad

• Launched operations • Diversified in • Recorded Rs. 1bn in the UAE digital services for in profitability financial inclusion

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• PSEB Top IT exporter

• • IFC investment in award EP Systems • Forbes Asia’s Best

• Forbes Asia’s Best Under A Billion 2020

• E-Money License secured by EP

• Top 3 best performing companies on PSX

• Launched Systems Ventures

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2013

2015 2018 2019 2020

• 2024/2025 Inner Circle Microsoft Business Applications Award

• Forbes Asia’s Best Under a Billion and Fastest Growing Company in Asia 2024

• PSEB - Top IT & ITeS Exporter, Top IT Consultancy Services Provider & Top BPO Services Provider 2024

• P@SHA ICT Top IT Services Exporter Awards 2024

• FBR Leading Exporter Award

• e& UAE Partner Recognition Award

• Cloudera Best Emerging Partner

• Runner up of American Business Council ESG Award

• Temenos Regional Delivery Partner of the Year 2024

• Recognized as Best Digital Banking Implementation award from IBS Intelligence

• Infrastructure Technology - IT Services award at MiddleEast Technology Excellence Awards

• Among top 25 companies on PSX

• Recognized as outstanding Financial Technology Implementation by a Team at Global Bank Tech Awards

• Temenos Partner Impact Award

• Finalist Amazon Web Services (AWS) Partner of the Year Award.

• Recognized as Outstanding Collaboration Partner at the Huawei Cloud Partner Awards Pakistan

• Strategic acquisition of BAT – GBS (PK)

• Strategic acquisition of Confiz

• Expanded business operation in UK & US

• Top Exporter in the IT Services award

• 2025/2026 Microsoft Inner Circle Award for AI Business Solutions

• Temenos Sales Partner of the Year for the Middle East and Africa

• Aspirant in Banking & Financial IT Services Specialists PEAK Matrix® 2025 Everest Group

• Recognized as Winner in Infrastructure Technology (IT Services) at the Middle East Technology Excellence Awards 2025 for OHB

• Won best core banking implementation award by IBSi Digital

• Banking Tech Awards Finalist for Tech Team of the Year category

• P@SHA ICT Top IT Services Exporter Award 2025 and

• Runner-up in Inclusion & Community Services

• Recognized by Etisalat with a Partner Recognition Award for 2025

• IBM Top Revenue Partner Award through EZY Group

• Most Compliant Employer of the Year by the Employees Old-Age Benefits Institution (EOBI)

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2025

2024

ANNUAL REPORT 2025 47

Shaping the future of business across global industries

Banking and Financial Services

Systems Limited leverages deep domain expertise and technology leadership to execute large-scale digital transformation programs for leading banks and financial institutions worldwide. With over 25 years of sector experience and 1200+ banking consultants dedicated to financial services, we have transformed 150+ banks and FIs in the last 10 years powering core modernization, cloud native banking platforms, risk & compliance solutions, and AI enabled data integration. Systems Limited has been recognized as an “Aspirant” in the Everest Group’s BFSI IT Services PEAK Matrix® Assessment 2025 and has earned multiple industry awards for delivery excellence. Its strategic partnerships with Temenos and leading technology providers drive seamless deployments of next generation core and digital banking systems that enhance operational resilience, regulatory compliance, and customer experience for 150+ million end customers worldwide.

Telecommunications

Systems Limited empowers telecom providers to transform customer engagement, optimize operations, and unify multi-channel experiences. Through advanced analytics, cloud solutions, and CRM automation, we enhance service quality and operational efficiency. Our partnerships with 10+ major telecom operators have driven 93% customer retention improvement and 30+ channels unified, enabling seamless, data-driven experiences. Systems Limited’s digital solutions modernize core applications and accelerate timeto-market for telecom services, positioning providers to meet evolving consumer demands at scale.

ANNUAL REPORT 2025 48

Public Sector

Systems Limited partners with government and public institutions to accelerate digital transformation, modernize operations, and enhance citizen centric services. We deliver end-to-end modernization through cloud-based platforms and intelligent automation, improving productivity, data management, and operational efficiency. Our solutions have led to significant workforce efficiency gains, productivity improvements in digital service programs, and reductions in service lead times for public agencies. By focusing on cloud-first and secure digital solutions, we ensure resilient, scalable service delivery and improved citizen engagement across jurisdictions. We deliver end-to-end modernization through cloud-based platforms and intelligent automation, improving productivity, data management, and operational efficiency.

At the intersection of technology and care delivery, Systems Limited is transforming healthcare with AI and digital platforms that enhance clinical outcomes and operational efficiency. By cofounding and powering Hami, the world’s first AI-powered physician assistant, with Boston Health AI we are enabling scalable, evidence-based care delivery that reduces administrative burden on providers and expands access to quality care globally. Our solutions improve supply chain visibility for pharmaceutical manufacturers, strengthen compliance across regulatory processes, and centralize operations for health systems to increase analytical intelligence and reduce inefficiencies. This integration of digital solutions with clinical and operational processes accelerates time-to-value in healthcare and supports systemwide improvements in patient experience and service delivery.

Retail

Systems Limited drives digital transformation for top retailers by modernizing commerce ecosystems, enhancing supply chains, and delivering data-driven customer experiences. We tackle challenges in omnichannel integration, real-time supply chain resilience, and personalized engagement with advanced analytics, AI, and cloud ERP. Serving 40+ major retail clients, we’ve delivered 50+ successful projects that boost operational agility, customer loyalty, and profitability. Our investments in retail technology strengthen our capacity to drive sustained digital growth in the retail sector.

ANNUAL REPORT 2025 49

Transformative case studies

Delivering a cloud-native core transformation with near-zero downtime

A top-tier Southeast Asian commercial bank modernized its core banking platform to eliminate legacy bottlenecks, scalability limits, and operational inefficiencies that constrained business agility.

By upgrading to Temenos Transact R23 on a cloud-native Red Hat OpenShift architecture, the institution executed one of the region’s largest core migrations transitioning 18M+ accounts within a single cutover window while maintaining near-zero customer disruption.

The outcome: 40% faster Close of Business, significant performance uplift, 150% load readiness, and a containerized foundation engineered for rapid product launches, higher transaction volumes, and longterm digital scale.

Modernizing customer engagement through AI-powered contact center transformation

A regional telecommunications provider operating across multiple customer service channels faced fragmented platforms, limited system integration, low automation, absence of conversational AI, and siloed knowledge management resulting in constrained reporting visibility and operational inefficiencies.

To address this, the organization deployed a unified contact center platform built on Microsoft Dynamics 365 Customer Service and Customer Voice, integrated with Azure Bot Framework, Azure AI Services, and Copilot Studio. The solution consolidated voice and digital channels, centralized knowledge management, and introduced AI-powered automation and real-time reporting dashboards.

The transformation improved operational efficiency, unified channel governance under a single platform,

and positioned AI to automate up to 50% of text-based customer interactions.

Establishing a single source of truth for enterprise operations

An Asia-based pharmaceutical manufacturer modernized its legacy ECC environment to eliminate batch reporting inefficiencies, fragmented financial structures, and limited profitability visibility that constrained operational precision and pricing accuracy.

Through a brownfield migration to SAP S/4HANA and FIORI-enabled analytics, the organization restructured profit and cost centers, realigned its chart of accounts, and embedded real-time insights across finance and operational processes.

The transformation accelerated financial close cycles, strengthened cost transparency, reduced manual intervention across procurement and finance workflows, and established a centralized, analytics-driven digital core delivering a single source of truth for operations, tracking, and reporting.

Unifying customer engagement with an AI-powered contact center

A leading public parking operator in the UAE, managing 197,000 spaces, sought to streamline customer engagement across fragmented channels. The solution implemented Microsoft Dynamics 365, Omni Channel Hub, Copilot, Power BI, and Azure Services, integrating Generative AI chatbots and omnichannel support via WhatsApp, SMS, web chat, and social media. The transformation introduced automated workflows, IVR integration, and 360-degree customer profiling, improving data analytics, reporting, and service efficiency. The result was a unified CRM-contact center ecosystem that enhanced 24/7 availability, optimized workflows, and elevated customer engagement at scale.

ANNUAL REPORT 2025 50

The next frontier: AI, Supercomputing, and Commerce

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The Rise of DomainSpecific AI

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Preemptive Cybersecurity (PCS): The Next Frontline

DSLMs (Domain-Specific Language Models) are reshaping industries by delivering higher accuracy and cost reduction for critical workflows like finance, healthcare, and HR. Over 60% of enterprise GenAI models will be domain-specific by 2028.

Source: Gartner

PCS uses AI to disrupt and neutralize cyber threats before they strike, shifting from reactive to proactive defense. With AI-driven attacks escalating, 50% of security spending will go towards preemptive solutions by 2030.

Source: Gartner

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Agentic Commerce: The Future of Retail

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AI Triumph: Govern, Transform, Personalize

The US B2C retail market could generate $1 trillion in orchestrated revenue through agentic commerce, with global projections reaching $3 trillion to $5 trillion, by 2030.

By 2028, 60% of brands will harness agentic AI to deliver personalized, seamless one-toone customer interactions.

Source: McKinsey

Source: Gartner

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AI Supercomputing: Driving Next-Gen AI

AI supercomputing platforms combine HPC, specialized processors, and scalable architectures to handle data-intensive AI models. Demand is surging as models grow more complex, with 40% of enterprises adopting hybrid computing by 2028.

Source: Gartner

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ANNUAL REPORT 2025 51

Q1 – January to March

Kicking off the year with global tech impact

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Welcomed Ambassador of Pakistan to KSA

Shaping regional tech ties

Our Group CEO & MD welcomed the Ambassador of Pakistan to KSA to discuss strategic collaboration, digital infrastructure, and tech-driven services, positioning Pakistan as a Gulf technology leader.

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MWC 2025

Shaping the global tech frontier

At the epicenter of innovation in Barcelona, we translated global dialogue into strategic momentum, reinforcing Systems Limited’s ability to drive enterprise-scale transformation worldwide.

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HBL Zarai Services

Planting the seeds of digital agriculture in Pakistan

With HBL Zarai Services Limited, we are transforming Pakistan’s agriculture by integrating Microsoft Dynamics 365 to drive data-led insights, agronomist engagement, and supply chain efficiency.

Arab Health 2025

Revolutionizing healthcare operations with New Hasana

Unveiled New Hasana at Arab Health 2025, Dubai Health Authority’s next-gen platform that uses advanced analytics, real-time insights, and automated workflows to enhance patient care and streamline healthcare collaboration across the region.

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ANNUAL REPORT 2025 52

Temenos Kickoff 2025 – Dubai

Unlocking the banks of tomorrow

Systems Limited joined Temenos Kickoff 2025 to shape the future of banking to forge strategic alliances and explore AI-driven solutions that enhance efficiency, agility, and customer experience in banking.

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Web Summit Qatar

Powering the future of technology

Systems Limited made its mark at Web Summit Qatar, sparking conversations on next-gen technologies and AIdriven transformation, reinforcing our role as a catalyst for innovation and smarter solutions.

Leap 2025

Driving AI-led transformation at the heart of KSA

We led the AI narrative at LEAP 2025, translating innovation into action, and reinforcing our role in shaping the Kingdom’s next chapter of digital growth through strategic partnerships, AI-led solutions, and enterprise-scale transformation.

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Partnering with Edge Financing Company

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Transforming energy finance for Arab Energy Fund

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Partnered with AJIL Financial Services and Temenos to deploy a next-gen Core Lending platform

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Driving agile finance with Tamweel Aloula

ANNUAL REPORT 2025 53

Q2 – April to June

Expanding digital transformation and global engagement

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Wafi Energy Pakistan SAP S/4HANA Conversion Journey Redefining energy excellence with intelligent ERP

With SAP S/4HANA, Wafi Energy Pakistan – Shell Licensee now operates with unmatched agility, real-time insights, and streamlined processes, driving a new era of operational innovation.

SAP NOW AI Tour UAE 2025

Accelerating AI-driven enterprise transformation

Systems Limited took the lead at SAP NOW AI Tour UAE, showcasing how SAP-powered solutions accelerate enterprise transformation, enhance efficiency, unlock growth, and future-proof operations.

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WFIS Vietnam 2025

Empowering financial institutions with future-ready solutions

Systems Limited took center stage at WFIS Vietnam 2025 as Platinum Sponsor, showcasing AI-powered, cloudenabled banking solutions that streamline operations and redefine customer experience.

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Temenos Regional Forum APAC

Powering the banks of tomorrow

In Manila, Systems Limited ignited a new era for ASEAN banks, highlighting customer experience, operational efficiency, and responsible AI to drive core modernization and digital transformation.

ANNUAL REPORT 2025 54

Roundtable cohosted with Microsoft

Turning possibilities into impact

A strong exchange of ideas marked our “AI-Powered Possibilities” roundtable in Bahrain, cohosted with Microsoft. Together with industry leaders, we explored how Microsoft Copilot and AI are enabling simpler, smarter ways of working and shaping the future of enterprise transformation.

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Temenos Community Forum (TCF)

Igniting the future of digital banking

We participated as a Silver Sponsor at TCF 2025, Madrid, engaging global banking leaders on AI-driven core modernization. The forum facilitated strategic discussions, partnerships, and insights to accelerate digital transformation across markets.

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Microsoft Inner Circle annual event

Leading the next in AI

As a proud Inner Circle partner, Systems Limited, Middle East & Africa joined Microsoft in California to align on AIpowered, next-generation enterprise strategies. Engaging directly with Microsoft’s product teams and partners, we are charting the next chapter of impactful, scalable solutions.

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Leaders in Islamabad Business Summit

Shaping Pakistan’s digital future

Our Group MD & CEO had the privilege of contributing to a high-level discussion on Pakistan’s digital future. The conversation focused on building holistic policies, techready legislation, and cross-sector collaboration to unlock talent, infrastructure, and digital ecosystems.

ANNUAL REPORT 2025 55

Q3 – July to September

AI innovation, excellence delivery, and thought leadership

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Mashreq Advance Digital Banking

Driving digital banking excellence

Our expanded partnership with Mashreq Pakistan reinforces a shared vision to accelerate digital banking transformation, enhance execution agility, and foster toptier engineering talent across the region.

Pak-Kuwait Tech Conference

Accelerating strategic growth with AI and digital excellence

Systems Limited led discussions at the Pak-Kuwait Tech Conference 2025, focusing on AI-driven digital transformation to modernize operations and deliver sustainable growth.

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Systems’ Country Model Bank Goes Live on Temenos Exchange Advancing compliance and efficiency for banks

We brought our Country Model Bank to the Temenos Exchange, joining an elite ecosystem of solution providers and making our preconfigured compliance solution readily available to banks running on the Temenos platform. This milestone enables financial institutions to accelerate time to market, simplify regulatory compliance, and boost operational efficiency.

SAP Innovation Day

Shaping intelligent enterprises

At SAP Innovation Day in Lahore, we showcased how AI, cloud, and data-driven strategies are enabling enterprises to move from experimentation to tangible results. By guiding organizations in adopting SAP technologies, Systems Limited reinforced its role as a catalyst for growth and intelligent transformation.

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ANNUAL REPORT 2025 56

Cloudera Partner Day 2025 – Dubai

Designing the data-driven enterprise

Engaging with Cloudera’s ecosystem at Partner Day 2025, Systems Limited deepened its perspective on next-generation data and AI capabilities. The experience sharpened our approach to delivering insight-led transformation for our customers.

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Microsoft FY26 CEMA AI Business Process Partner Summit

Advancing AI-driven enterprise transformation

We joined industry leaders at Microsoft FY26 CEMA Summit in Belgrade to discuss how AI is transforming business processes. Drawing on recent Agentic AI and Digital Contact Center successes, the discussion reinforced Systems Limited’s leadership in driving intelligent business solutions.

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IFN Asia Forum

Shaping the future of Islamic finance

We’re a Platinum Sponsor at IFN Asia Forum 2025, alongside partners Temenos and Red Hat. Our leadership contributed to a panel on “A Changing Landscape: Islamic Financial Services,” highlighting how market trends, evolving demographics, and digital innovation are shaping the future of Islamic banking.

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SAP ‘Vision to Value’ Event

Turning vision into value

We brought together industry leaders to showcase how SAP LeanIX, SAP Signavio, and SAP Cloud ALM empower enterprises to transform strategy into measurable business outcomes. Through this collaboration, we highlighted Systems Limited’s ability to drive agility, innovation, and real impact across sectors.

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Q4 – October to December

Where the year’s biggest moments came together

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GITEX 2025

A stronger presence. A sharper impact. Through AI-led enterprise transformation and highimpact partnerships, we strengthened our role as a catalyst for large-scale digital transformation across MEA’s digital landscape. Our presence reflected not just where technology is headed, but how the region is actively building its digital future.

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AI-Driven Transformation with Comarch

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Shaping Intelligent, Customer Centric Banking with Finshape

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Hosted PSEB and P@SHA Leadership

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Strategic Dialogue with ADIB & Ajman Bank Leadership

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Hosted Leadership from Dubai Islamic Bank

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Hosted e& Leadership

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Temenos Connect Indonesia

Exploring core banking innovation and intelligent solutions

In Jakarta, we ignited discussions on the future of intelligent banking, demonstrating how Systems Limited is helping banks across Southeast Asia unlock innovation, agility, and customer-centric growth.

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Bank of the Future Forum 2025

Defining the future of AI-driven banking

We hosted the 14th Bank of the Future Forum in Karachi, convening 500+ banking and technology leaders to shape the next era of AI-powered financial services. Discussions spanned core modernization, intelligent automation, digital payments, & Islamic finance, focused on building future-ready ecosystems.

Temenos Connect Vietnam 2025

Connecting insights, innovation, and inclusive banking

Systems Limited took the lead in redefining Vietnam’s banking landscape at Temenos Connect Vietnam 2025. Partnering with Temenos and Red Hat, we showcased how AI and digital transformation are not just shaping the future, they are delivering tangible impact today.

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Zone Developer Agreement with STZA

Advancing Pakistan’s technology future

Through a landmark agreement with STZA, Systems Limited took on the role of Zone Developer. The collaboration is set to catalyze investment, generate highvalue employment, and position the country as a regional hub for tech-driven growth.

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Human Capital Strategic Pillars

Talent Acquisition Talent Management

Employee Experience

Data Analytics & Automation

Academia Linkages, Market Research & Employer Branding

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Group CHRO Message

As we conclude 2025, I look back with deep appreciation for the resilience, collaboration, and forward momentum we have demonstrated together. This year, the Systems Group once again embodied the spirit of innovation, discipline, and purposeful growth.

Our steadfast commitment to a people-centric philosophy, combined with a sharper focus on operational excellence, has enabled us to remain agile while strengthening our foundations. Through continued investment in capability building, strategic adoption of AI-driven solutions, and digital advancement, our teams have successfully navigated evolving technological landscapes and complex market dynamics, ensuring we remain competitive and future-ready.

At the same time, our Corporate Social Responsibility initiatives gained further traction across education, healthcare, environmental sustainability, and skill development. These efforts reinforce our belief that longterm success is built not only on business performance but also on meaningful societal contribution.

I extend my sincere gratitude to the people of Systems Group. Your dedication, creativity, and collaborative spirit have driven our progress and positioned us strongly for the opportunities ahead.

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ANNUAL REPORT 2025 60

Talent Acquisition

Recruited 1,898 personnel in 2025, with a strong hiring pipeline of 257 resources lined up for 2026. Strengthened our leadership bench by onboarding around 40 senior professionals in strategic and key roles.

Additionally, 207 mid-tier professionals were hired, further reinforcing organizational depth and expertise with a focus towards developing succession and leaders for tomorrow.

Expanded our global footprint with around 100 international hires led by the offshore team, supporting our continued growth and cross-border capabilities.

Initiatives

In 2025, we enhanced Talent Acquisition by expanding SAP SuccessFactors with AI-powered resume screening and leveraging cognitive and psychometric assessments for targeted hiring.

Market research on skillsets and competitive trends informed data-driven strategic decisions, while early talent programs and fresh graduate inductions were strengthened through technical and coding assessments.

Recruiter capabilities were boosted with domain training, and BAT expansion and BAU hiring ensured smooth knowledge transfer, optimizing recruitment processes, and aligning talent with current and future needs.

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Talent Management & OD

347 1645 5,765+ Total Trainings Total Session Total Participants

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653 18,924
Total Certification Training Hours
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Tech Hub – Technical Capability Building

Tech Hub continued to strengthen Systems’ technical depth to meet evolving business and client demands, delivering domain-focused programs across QA, BFS, Data & Analytics, Agile & Project Management, Digital Consulting, Business Automation, and CRM platforms.

To accelerate AI readiness, the GENAI 401 & 402 series equipped teams with a strong understanding of the AI landscape, responsible AI adoption, and Systems SDLC GenAI accelerators. Building on this, Project Onion 301 advanced applied GenAI skills through multi-location sessions, successfully upskilling around 80 resources.

Learning Rally – Soft Skills Development

Learning Rally focused on building key human capabilities for high performance in a fast-paced tech environment. Programs included Smart Communication for professional effectiveness, Time & Task Management for productivity, and Stress Management to sustain performance under pressure.

A Cultural Awareness Program further promoted inclusive collaboration by fostering understanding of diverse perspectives and work styles.

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Talent Pool

In 2025, Talent Pool trainings focused on reskilling and upskilling employees to build future-ready capabilities and support sustainable career growth. Targeted programs covered modern technology stacks like React.js, Flutter, Spring Boot, and .NET Web APIs, as well as cloud and DevOps platforms including AWS and Azure.

LUMS-Advance Leadership Program

As part of its investment in leadership excellence, Systems Group partnered with REDC LUMS to launch the SysVisTech Leadership University, featuring a five-day residency program for high-potential executives. This collaboration reinforces Systems’ commitment to building a strong internal leadership pipeline aligned with long-term organizational strategy.

LUMS-Future Leaders Program

In collaboration with LUMS, Systems Group delivered a three-day Future Leaders Program to strengthen leadership and managerial capabilities. The program focused on driving team performance, enhancing collaboration, and improving decision-making, equipping participants with practical tools to accelerate growth and prepare for expanded responsibilities.

Let’s L-earn

Let’s Learn Technical Training Series upskills and reskills teams through interactive sessions, quizzes, projects, and selflearning resources. In 2025, around 270 team members were trained on VSI Business Solutions MS ERP by 68 internal trainers, promoting cross-functional exposure.

Language & Communication Program

This year, around 110 participants benefited from the English Language and Communication Program, with a focused emphasis on Speaking and Business Communication. The revised approach prioritizes real-world business interactions and confidence-building, enabling participants to communicate more effectively and confidently with clients.

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ANNUAL REPORT 2025ANNUAL REPORT 2025 62 /50

Employee Engagement

128 Practice/Department Events

10 Corporate Events

Employee Engagement & Well-being Initiatives

At Systems Limited, creating a healthy, inclusive, and engaging workplace remains central to our employee experience. This year, we conducted a range of initiatives focused on wellness, meaningful engagement, and recognition, ensuring employees feel valued, motivated, and empowered.

Wellness Program

The Wellness Program promoted a balanced, healthy workforce through fitness, yoga, and mindfulness initiatives. These structured sessions encouraged healthier habits, reduced stress, and enhanced overall wellbeing, supporting sustained productivity and resilience.

Positive Pulse Values Program

The Positive Pulse Values Program reinforced a values-driven culture through engaging, gamified experiences. Interactive challenges and team activities allowed employees to actively practice core values, fostering collaboration, accountability, and a strong sense of shared purpose.

Honoring Achievements & Special Moments

We strengthened our culture of appreciation by recognizing accomplishments, celebrating milestones, and marking meaningful moments. These initiatives boosted employee motivation and reinforced their emotional connection with the organization.

Connect with Leaders

Asif Peer, CEO & MD – Systems Limited, highlighted key milestones and performance achievements of 2025. He reinforced the importance of agility, collaboration, and a strong performance culture as critical drivers of success. He concluded with an inspiring message encouraging teams to remain aligned, forward-looking, and committed to excellence.

ANNUAL REPORT 2025 63

The Connect with Leaders’ Series also featured Shahid Masood, Head of MEA Region at Systems Limited, who shared valuable insights on regional priorities, evolving market dynamics, and his forward-looking vision for the business. The session provided employees with enhanced clarity on strategic direction while creating a meaningful platform to engage with leadership at a broader level, fostering alignment and strengthening organizational cohesion.

The HR Connect session was led by Anushe Khalid, VP HR – Karachi, providing an open platform for employees to share their perspectives and experiences. The session also highlighted upcoming HR initiatives, reinforcing HR’s commitment to listening, transparency, and creating a more people-centric workplace.

Celebration of Significant Days

Significant days were celebrated through thoughtfully curated experiences that enhanced engagement and team spirit. These occasions fostered camaraderie and created vibrant workplace moments, reflecting our inclusive and people-centric culture.

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People Branding

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5,398 6,896 300+
New Followers on LinkedIn New Followers on Facebook New Followers on Instagram
981.1K 6,395 1.1 M+
Content Views Unique Visitors Post Impressions
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This year, Systems Limited elevated its employer brand through forward-looking people initiatives driven by
Team EBU under HCD Systems. By harnessing employee advocacy, creative campaigns, and high-impact
digital engagement, we strengthened our talent positioning and authentically reflected the energy, inclusivity,
and innovation that define our workplace.
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Industrial & Academia Linkages

IT Mustakbil Training Program

This year, we conducted two batches of the IT Mustakbil Training Program, graduating 111 participants. Several graduates have been inducted into the company, while others are progressing through the hiring pipeline. The remaining participants are exploring opportunities across the industry, including freelancing and independent careers. The program continues to strengthen our talent pipeline and expand professional opportunities for all participants.

ANNUAL REPORT 2025 65

Collaborations with Universities for Training & Development of Students

Systems Limited signed a MoU with Salim Habib University (SHU) in September to strengthen industry–academia collaboration.

Guest Speaker Sessions, FYP Evaluations and Panel Discussion

Systems Limited organized a capacity-building training program for KIRAN Foundation aimed at 10th grade students, held in Lyari, Karachi, an underprivileged yet developing area.

Students of FAST-NUCES, Karachi Campus visited Systems Limited and Ms. Naureen SVP Special Projects presented the project delivery modules; she also guided them on the learning path.

To strengthen academia–industry linkages, the Career Development Center (CDC), IBA Karachi, visited the Systems Limited Karachi Office.

Systems Limited participated in the SCIT Projects Showcase 2025, hosted by School of Computer and Information Technology (SCIT), Beaconhouse National University. Representing Systems Limited, Zunair Haseeb Khan – VP QA, Usman Ahmed Zia – VP CADM, joined the panel of judges to evaluate final-year projects on AI, computer vision, cybersecurity, and web/mobile technologies. Badar Khushnood co-founder of Fishry and Bramerz Digital presented the awards to the honourable judges.

Students of SMCS, IBA Karachi visited Systems Limited Karachi office Mr. Asif Bilgrami and Ms. Naureen Anwar talked about banking platforms and the evolving world of agentic AI.

Mr. Ahsan Zahid, Principal Consultant – Technical at Systems Limited, was recently invited by the School of Computer & IT at Beaconhouse National University to deliver a guest lecture on Microsoft Power Platform.

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ANNUAL REPORT 2025

Team Systems Limited visited Habib University to strengthen industry– academia collaboration and support student innovation.

Safi Raza, Principal Consultant – Product Management, represented Systems Limited as a Jury Member at the ICE Business Challenge.

Systems’ recruitment team visited Habib University for industry-led mock interviews on 19th December to prepare students for real-world hiring.

Shahrukh Shafique, Senior Managing Consultant CDIS provided mentorship to FAST NUCES students on DevOps practices Cloud Infrastructure, and inspiring lessons about career growth and life in the tech industry.

Muhammad Asim Anis from Systems Limited shared the creative process and explored cutting-edge design tools with Aawaz Institute of Media and Management Sciences (AIMS).

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Corporate Social Responsibility

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Education
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Health

General

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ANNUAL REPORT 2025 68

Key Financial & Business Highlights

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Revenue Trajectory (PKR Million) CAGR 51%

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2021 15,304
2022 31,760
2023 53,435
2024 67,473
2025 80,391
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Number of employees

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8,271
7,967
7,398
2023 2024 2025
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Group Financials at a Glance

PKR 80.39 BN FY’25 Revenue

51% CAGR Revenue Growth

19%

YOY Revenue Growth

48% YOY PAT Growth

8,271 Total Employees As At December 31[st] , 2025

28%

FY’25 Gross Profit Margin

14% FY’25 Net Profit Margin

15%

FY’25 Operating Profit Margin

18%

FY’25 EBITDA Margin

272 FY’25 Total Active Customers Served

57

Customers With Over $1M Revenue

133

Days Sales Outstanding (Trade debts + Contract assets)

7.52 FY’25 Earnings Per Share

23.5%

FY’25 Return On Captial Employed

23%

FY’25 Return On Equity

PKR 18.95 BN Cash & Bank + short term investements

PKR 10.88 BN

FY’25 Cashflows From Operations

PKR 8.96 BN

FY’25 Free Cashflows

(Cash flows from operating activities - Purchase of property and equipment - Purchase / Development of intangibles)

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Revenue by Sectors

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24%
30%
10%
12%
25%
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BFS services Telco Technology
Retail & CPG Others
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Revenue by Currency

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9%
91%
FCY PKR
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Revenue by Geography

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5%
18%
14%
4%
59%
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Middle East, Africa & Others APAC North America Europe Pakistan

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Cost by Currency

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43%
57%
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FCY PKR
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ANNUAL REPORT 2025 70

Key Financial Highlights

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Profit and loss summary for the last six years (amounts in PKR)

UNCONSOLIDATED STATEMENT OF PROFIT OR LOSS

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2025 2024 2023 2022 2021 2020
(Restated) (Restated) (Restated) (Restated)
Rupees
Revenue 44,230,607,495 38,526,983,552 32,037,995,164 20,644,764,716 11,903,583,911 7,513,766,845
Cost of revenue (32,390,603,463) (28,843,675,290) (22,311,383,854) (13,828,362,821) (7,875,213,597) (4,703,369,847)
Gross profit 11,840,004,032 9,683,308,262 9,726,611,310 6,816,401,895 4,028,370,314 2,810,396,998
Distribution expenses (1,003,190,476) (748,429,704) (392,255,261) (270,588,626) (188,926,692) (118,654,595)
Administrative expenses (2,734,730,817) (2,511,514,952) (2,085,697,629) (1,520,716,072) (981,346,043) (499,987,819)
Research and development expenditure (79,605,720) (97,792,250) (109,917,778) (61,223,458) (37,229,031) (12,416,180)
Reversals of impairment losses / (Impairment (371,698,020) (605,195,928) (33,473,891) (2,497,969) (12,563,431) (128,851,408)
losses) on financial assets
Other operating expenses (8,561,586) (89,326,377) (16,919,184) (5,889,010)
(4,189,225,033) (3,962,932,834) (2,629,906,145) (1,944,352,502) (1,211,857,519) (765,799,012)
Operating profit 7,650,778,999 5,720,375,428 7,096,705,165 4,872,049,393 2,816,512,795 [2,044,597,986 ]
Other income 1,024,420,307 916,478,125 2,645,199,791 1,977,050,375 620,344,533 272,645,254
Impairment loss on long term investments - - (68,953,239) - - -
Finance costs (131,939,347) (235,179,969) (664,179,989) (224,538,852) (84,291,698) (49,914,195)
Profit before taxation and levy 8,543,259,959 6,401,673,584 9,008,771,728 6,624,487,917 3,327,438,768 2,267,329,045
Levy (410,733,911) (187,366,105) (459,605,255) - - -
Profit before taxation 8,132,526,048 6,214,307,479 8,549,166,473 6,624,487,917 3,352,565,630 2,267,329,045
Taxation (113,512,203) (99,010,303) 9,994,018 (324,650,972) (31,874,154) (73,414,103)
Profit for the year 8,019,013,845 6,115,297,176 8,559,160,491 6,299,836,945 3,320,691,476 2,193,914,942
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS

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2025 2024 2023 2022 2021 2020
(Restated) (Restated) (Restated) (Restated)
Rupees
Revenue 80,391,884,594 67,473,021,160 53,435,483,177 31,759,927,263 15,304,037,567 9,876,827,710
Cost of revenue (57,982,619,705) (51,315,319,855) (39,589,963,289) (23,062,424,438) (10,277,136,819) (6,607,224,023)
Gross profit 22,409,264,889 16,157,701,305 13,845,519,888 8,697,502,825 5,026,900,748 3,269,603,687
Distribution expenses (3,097,396,064) (2,482,298,867) (1,569,563,845) (740,518,496) (385,600,533) (201,024,729)
Administrative expenses (6,227,820,256) (4,820,394,646) (3,982,646,207) (2,483,965,304) (1,426,803,958) (722,310,556)
Research & development expenses (82,316,961) (92,264,918) (109,917,778) (61,223,458) (37,229,031) (12,416,180)
(Impairment losses) / Reversal of impairment (971,487,668) (485,686,404) (205,137,109) 40,359,108 (8,131,032) (214,246,515)
losses on financial assets
Other operating expenses (23,906,244) (5,083,691) (166,791,530) (89,326,377) - (5,889,010)
(10,402,927,193) (7,885,728,526) (6,034,056,469) (3,334,674,527) (1,857,764,554) (1,155,886,990)
Operating profit 12,006,337,696 8,271,972,779 7,811,463,419 5,362,828,298 3,169,136,194 2,113,716,697
Other income 852,223,165 603,556,045 3,193,598,145 2,230,060,151 653,030,134 235,201,038
Gain on disposal of investment - - - - 816,226,748 -
Finance costs (337,450,216) (118,973,681) (868,990,456) (287,819,752) (121,404,658) (66,659,676)
Share of loss of Associate (72,858,438) (465,258,660) (48,069,294) (323,899,362) (83,384,503) -
Impairment loss on investment in associates - - (729,463,249) - - -
Profit before taxation and levy 12,448,252,207 8,291,296,483 9,358,538,565 6,981,169,335 4,433,603,915 2,282,258,059
Levy (821,342,898) (474,934,619) (574,977,711) - - -
Profit before taxation 11,626,909,309 7,816,361,864 8,783,560,854 6,981,169,335 4,433,603,915 2,282,258,059
Taxation (586,325,375) (356,349,091) (94,670,961) (351,508,026) (53,944,635) (117,960,376)
Profit for the year 11,040,583,934 7,460,012,773 8,688,889,893 6,629,661,309 4,379,659,280 2,164,297,683
4,379,659,280 ,297,683
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Dupont Analysis

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2025
Profit 11,040,583,934 Revenue 80,391,884,594 Total assets 75,488,572,268 ROE
Revenue 80,391,884,594 Total assets 75,488,572,268 Equity 48,577,124,164
Profit margin 14% Assets turnover 106% Equity multiplier 155% 23%
2024
Profit 7,460,012,773 Revenue 67,473,021,160 Total assets 57,450,772,421 ROE
Revenue 67,473,021,160 Total assets 57,450,772,421 Equity 38,728,473,276
Profit margin 11% Assets turnover 117% Equity multiplier 148% 19%
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ANNUAL REPORT 2025

Ratios Key

Standalone

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2025 2024 2023 2022 2021 2020
Profitability Ratios
Gross Profit Ratio 27% 25% 30% 33% 34% 37%
Net Profit Ratio 18% 16% 27% 31% 28% 29%
Return on Equity 20% 19% 31% 31% 32% 30%
Return on Capital Employed 21% 20% 34% 33% 32% 30%
Return on Assets 16% 14% 22% 23% 22% 25%
Captial Structure
Debt to Equity 0.06 0.04 0.08 0.15 0.26 0.17
Interest Coverage 57.99 24.32 10.68 21.70 33.41 40.96
Liquidity Ratios
Current Ratio 3.04 2.97 2.87 2.64 2.55 3.49
Quick Ratio 2.54 2.46 2.35 2.29 2.30 3.07
Cash to Current Liabilities 0.24 0.15 0.18 0.27 0.35 0.49
Investment
EPS Basic 5.46 4.19 5.88 4.49 2.41 1.61
EPS Diluted 5.41 4.16 5.84 4.46 2.40 1.59
Dividend Payout 37% 29% 20% 22% 20% 20%
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Consolidated

2025	2024	2023	2022	2021	2020
Proftability Ratios Gross Proft Ratio Net Proft Ratio Return on Equity 28% 14% 23%	24% 11% 19%	26% 16% 27%	27% 21% 29%	33% 29% 36%	33% 22% 27%
Return on Capital Employed 23%	21%	29%	29%	36%	28%
Captial Structure
Debt to Equity 0.12	0.07	0.07	0.14	0.23	0.19
Interest Coverage 35.6	17.8	9.0	18.6	26.1	31.71
Liquidity Ratios
Current Ratio 2.68	2.51	2.18	1.81	2.52	3.06
Quick Ratio 1.85	1.80	1.52	1.48	2.21	2.58
Cash to Current Liabilities 0.64	0.47	0.52	0.43	0.54	0.96
Investment
EPS Basic 7.52	5.11	5.97	4.72	3.24	1.62
EPS Diluted 7.44	5.07	5.93	4.69	3.22	1.60

ANNUAL REPORT 2025 72

Financial Analysis

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Unconsolidated Revenue (PKR Million) CAGR 39%

2021		11,904
2022		20,645
2023		32,038
2024		38,527
2025		44,231

Consolidated Revenue (PKR Million) CAGR 51%

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2021 15,304
2022 31,760
2023 53,435
2024 67,473
2025 80,391
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Unconsolidated Net Profit (PKR Million) CAGR 25%

Consolidated Net Profit (PKR Million) CAGR 26%

2022 2023 2024 2025 2021	8,559 3,296 6,115 8,019 6,300

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2021 4,380
2022 6,630
2023 8,689
2024 7,460
2025 11,040
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Unconsolidated Operating Profit (PKR Million) CAGR 29%

Consolidated Operating Profit (PKR Million) CAGR 40%

2022 2023 2024 2025 2021	7,097 2,817 5,720 7,651 4,872

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2021 3,169
2022 5,363
2023 7,811
2024 8,272
2025 12,006
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ANNUAL REPORT 2025 73

Unconsolidated EBITDA (PKR Million.) CAGR - 26%

Consolidated EBITDA (PKR Million) CAGR 31%

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2021 3 ,773
2022 7 ,414
2023 1 0,465
2024 7 ,540
2025 9 ,522
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2021 4,928
2022 8,111
2023 12,179
2024 10,528
2025 14,497
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Unconsolidated EPS Basic (Rupee) CAGR 23%

Consolidated EPS

Basic (Rupee) CAGR 23%

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2021 2 .41
2022 4 .49
2023 5 .88
2024 4 .19
2025 5 .46
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2021 3 .24
2022 4 .72
2023 5 .88
2024 5 .11
2025 7 .52
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Market Capitalization (PKR million)

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2021 1 04,920
2022 1 40,537
2023 1 23,434
2024 1 82,076
2025 2 51,775
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Closing Share Price (PKR)

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2021 151.968
2022 96.786
2023 84.712
2024 124.29
2025 170.88
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ANNUAL REPORT 2025 74

SUST AI NABILITY

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ANNUAL REPORT 2025 75

Overview

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As Systems Limited continues to expand its global digital transformation capabilities, sustainability has become an integral dimension of how the Company evaluates long-term value creation, operational resilience, and responsible growth. In a rapidly evolving technological and regulatory environment, the Company recognizes that sustainable business practices are closely linked to its ability to manage emerging risks, support innovation, strengthen stakeholder trust, and sustain long-term financial performance.

Reflecting this perspective, Systems Limited has further advanced the integration of sustainability considerations into its governance structures, strategic priorities, and operational decision-making processes. To support sustainable value creation, Systems Limited has established a sustainability strategy centered on strengthening climate and business resilience, developing a skilled and diverse workforce, promoting responsible practices across its value chain, and safeguarding trust in its digital systems and services.

This section provides a condensed overview of Systems Limited’s sustainability disclosures for the financial year ended 31 December 2025, presenting selected highlights from the Company’s sustainability disclosures, including its governance framework, sustainability strategy, key environmental and social metrics, and principal sustainability-related risks and opportunities. For detailed disclosures, see Sustainability Report 2025, available on the Company website.

https://www.systemsltd.com/sustainability

This summary is derived from the Company’s Sustainability Report 2025, which is prepared in accordance with the Global Reporting Initiative (GRI) Standards and in compliance with the IFRS Sustainability Disclosure Standards, including IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 – Climate-related Disclosures. The Report also considers the SASB Software and IT Services industry standard, SECP ESG discloure guidelines and aligns selected disclosures with the United Nations Sustainable Development Goals (SDGs).

The reporting boundary is consistent with the Company’s consolidated financial reporting framework and covers Systems Limited and its subsidiaries, unless otherwise stated. Sustainability disclosures consider material sustainability-related risks and opportunities arising across relevant upstream suppliers, technology partners, and downstream service delivery activities. Sustainability-related financial information is presented in Pakistani Rupees (PKR), consistent with the presentation currency of the Company’s consolidated financial statements.

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ANNUAL REPORT 2025 76

Our Performance Highlights

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Climate and Operations

People and Culture

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Scope 2 Emissions
Reduction 8.4%
Renewable Energy
5.4%
Solar Capacity
375 KW
Energy Intensity
0.264 GJ per Million
PKR Revenue
99%
Waste Diverted
Emission Intensity
0.262 tCO2e per PKR
Million Revenue
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Training Hours per
Employee
18 Hrs
CSR Investments
69 Million PKR
Male to
Female Ratio
83:17
Increase in
Specially-abled
Employees 67%
Employee
Engagement Rate
80.6%
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Governance and resilience

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Board Diversity
5:2
4 Independent
Directors
Women in senior
management
position 38
0 corruption cases
identified
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ANNUAL REPORT 2025 77

Delivering on Our Sustainability Commitments

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Area SDG Alignment Targets Progress in FY2025
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• Reduce Scope 1 and Scope 2 emissions by
32% by 2030. • Initiated comprehensive GHG emissions
GHG Emissions • Achieve 70% reduction in Scope 3 quantification across Scope 1, 2 and 3 aligned
emissions by 2050. with the GHG Protocol.
• Transition to 80% renewable energy by
2035.
• Installed 250 kW solar capacity across
• Reduce operational energy consumption facilities, contributing to renewable energy
Energy • Improve water efficiency across through efficiency improvements. • Implementation of energy efficient HVAC adoption.
operations. systems and LED lighting upgrades across
offices to improve energy efficiency.
• Achieve 90% paperless operations by
• Strengthened e-waste management through
2035 through digital documentation initiatives. certified recycling vendors and asset lifecycle
Waste tracking.
• Manage 80% e-waste through responsible
Management asset lifecycle management and certified • Expanded digital documentation policies and paper reduction initiatives across operations.
end of life treatment by 2035
• Continued investment in employee learning
and professional development programs to
• Achieve 40% workforce diversity by 2030. enhance workforce capabilities.
DEI • Achieve 20% diversity representation in • Implementation of initiatives promoting
leadership by 2030. inclusive workplace practices and equal
opportunities.
• Increase community engagement • Strengthened employee engagement and
• Strengthen employee capability through well-being initiatives, supporting retention
Engagement continuous skills development and and workforce productivity.
and training. • Ongoing collaboration with academic
Employment • Position the Company among the leading institutions and recruitment channels to
employers in the technology and IT support local talent development.
services sector.
• Strengthened corporate governance
• Integrate sustainability-related risks into practices including compliance, ethics, and
Enterprise Risk Management by 2028. risk management oversight.
Sustainability
• Submit Science Based Targets initiative • Progress underway towards formalizing
Integration (SBTi) targets by 2026 to validate the science-based climate targets and
Company’s emissions reduction pathway. strengthening climate governance
frameworks.
• Integrate sustainability considerations in
procurement practices by 2028 • Formulated our supplier code of conduct
Ethical Business • Maintain leadership in information • Maintained strong information security
Conduct security and data privacy practices. and data protection controls aligned with
• Strengthen governance frameworks international standards and regulatory
supporting responsible technology and requirements.
ethical business conduct.
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ANNUAL REPORT 2025 78

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ANNUAL REPORT 2025 79

Sustainability Governance

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Sustainability oversight is anchored in the Company’s corporate governance framework, ensuring that sustainability considerations are integrated into strategic decision-making and risk management. The Board of Directors holds overall accountability for sustainability strategy, related risks and opportunities, and associated disclosures. To strengthen focused oversight, the Board has delegated responsibility for sustainability matters to the Sustainability Committee, which provides strategic guidance, reviews sustainability-related risks and opportunities, and monitors ESG performance and disclosures. The Committee operates alongside the Audit Committee and the Human Resource & Compensation Committee to support comprehensive governance across sustainability matters. Implementation is led by executive management under the direction of the Chief Executive Officer, with the ESG Working Group coordinating sustainability initiatives and integrating sustainability considerations into risk management, operational decision-making, and performance monitoring across the organization.

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Report
Board of Directors
Oversight
Coordinate
Internal Reporting
Board-level
Human
Resource and Sustainability Audit
Remuneration Committee Committee
Committee
Chief Executive
Officer (CEO) Internal Audit
Company
Secretary
CFO COO
Management
level
CHRO Regional Head
Strategic Pillars
ESG Working
Group Climate & Business Resilience Human Capital & Workplace Excellence Business & Supply Responsible Chain & Digital TrustAI
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ANNUAL REPORT 2025 80

Sustainability Oversight Framework

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Key focus areas

Oversight and Compliance

Internal oversight bodies External oversight bodies

Regulatory or legal requirements that the company adheres to

Board of Directors

Oversees and provides direction for the company’s ESG strategy

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Executive Management

Plays a key role in driving the organization’s ESG agenda, decision-making, and strategic planning

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ESG Working Group

Supports the implementation and coordination of the organization’s ESG initiatives

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Committees within the Board

Support the Board of Directors and Executive Management in addressing sustainability matters

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Committees

Roles

Reviews ESG objectives, tracks Sustainability performance, Committee and oversees sustainability initiatives Oversee the internal control Audit environment and Committee integration of ESG into risk management Human Align leadership Resource & selection, succession and executive Compensation incentives with ESG Committee performance goals

Environment

Function

Aspects

Climate Change ESG Working Group

Energy Management Electrical

Waste Management Procurement Emissions ESG Working Group Water Management Civil

Social

Function

Aspects

Human capital HR DEI HR Talent attraction HR & retention Work environment HR, Admin Local Communities CSR Training & OD Development

Governance

Function

Aspects

Cybersecurity & Information Security Data Privacy Sustainable Procurement Procurement Governance & GRC Ethics Supply Chain Due Procurement Diligence

ANNUAL REPORT 2025 81

Board Skills and Expertise

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The Board of Directors of Systems Limited collectively brings a diverse range of professional expertise and experience that supports effective governance and strategic oversight. This diverse combination of skills enables the Board to effectively oversee the Company’s strategy, evaluate emerging risks and opportunities, and support effective decision-making, and guide the Company’s long-term strategic direction.

Innovation, Tech & Cybersecurity Corporate Management & Reporting Risk Management Legal/Government Affairs Finance / Accounting & Investment Human Capital Management Leadership & Governance Sustainability & Decarbonization Stakeholder / Investor Relations Strategic Oversight & Decision-Making International Perspective	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro	Aezaz Hussain Asif Peer Arshad Masood Maheen Rehman Romana Abdullah Omar Saeed Zubyr Soomro

ANNUAL REPORT 2025 82

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ANNUAL REPORT 2025 83

Engagement with Purpose

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Systems Limited maintains a structured stakeholder engagement approach to ensure that the perspectives of key stakeholders are considered in shaping its sustainability strategy, risk management, and decision-making processes. The Company periodically assesses its business model and value chain to identify and prioritize stakeholders based on their influence, level of interest, and potential impact on long-term value creation. Through ongoing and structured engagement channels, Systems Limited gathers insights on stakeholder expectations, emerging risks, and opportunities, enabling the Company to respond proactively and incorporate these considerations into its strategic planning, operational practices, and sustainability initiatives.

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Shareholders
People
& Investors
Government & Clients
Regulatory Bodies
Community
Suppliers &
Alliance Partners
Banks
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Material Topics

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• Energy Waste Management Supplier Environmental Assessment Emissions Employment Training and Education Diversity and Equal Opportunity Occupational Health & Safety

Customer Privacy

• Non-Discrimination Supplier Social Assessment Local Communities Anti-corruption Policy Economic Performance Procurement Practices Anti-Competitive Behaviour

ANNUAL REPORT 2025 84

Double Materiality

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Our materiality assessment considers both the significance of Systems impacts and the potential effects of sustainability-related risks and opportunities on financial performance, operations, client expectations and long-term value creation. The Company’s double materiality assessment begins with identifying a longlist of sustainability focus areas across its operations and value chain, focusing on evaluating impacts, risks, and opportunities (IRO). Focus areas are identified using internal data, operational insights, subject-matter expertise, and external references. Stakeholder engagement through surveys and consultations helps validate and prioritize material IRO’s. Impacts are assessed based on scale, scope and likelihood, while financial risks and opportunities are evaluated for their potential operational, financial implications and time horizons. The resulting IRO’s are regularly reviewed to ensure alignment with the Company’s sustainability strategy, evolving stakeholder expectations, and changes in the operating environment.

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Identify Sustainability Focus Areas
Inside-out Outside-in
Identify Actual & Identify Financial Risks
Potential Impacts & Opportunities
Assess Severity & Financial Risk
Likelihood Scoring
Prioritize Impacts, risks
and opportunities
Stakeholder Validation
Double Materiality
Assessment
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ANNUAL REPORT 2025 85

System’s Sustainability Architecture

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Sustainability
Focus Areas Risks & Opportunities Strategic Response Key KPIs
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• Renewable energy expansion,
Climate • Extreme weather events, Energy efficiency upgrades (LED, • Energy intensity; Renewable energy
& Energy Heatwaves, Carbon tax, Inability HVAC improvements), Climate
share, Total GHG emission
Management to meet climate commitments scenario analysis and emissions
monitoring
• Carbon transition risk,
Stakeholders pressure for
• GHG emissions inventory aligned
Climate decarbonization, Client with GHG Protocol, Decarbonization • Emissions intensity, Total GHG
Transition expectations on climate planning, Monitoring carbon policy emissions, emissions reduction
performance, percentage
developments
• Opportunity to support client
decarbonization
Air Quality & • Deteriorating air quality • Installation of treated fresh air
Workplace Environment affecting employee health and productivity units (TFUs), Remote working arrangements during smog events • Employee absenteeism. Employee health claims
Sustainable • Supplier ESG risk, Supply chain • Supplier Code of Conduct, Phased
Procurement disruption ESG integration into procurement, • Supplier ESG screening
Supplier screening and engagement
• Workforce resilience risk, Talent • Talent development program,
Workforce & shortages, Skills demand Continuous learning initiatives, • Employee turnover, Training hours
per employee, Gender diversity
Human Capital for emerging technologies, Workforce capability development, ratio
Workforce imbalance Inclusive hiring practices
• Information Security Risk
Cybersecurity • Cybersecurity threats, Data Management Framework, • Number of security incidents, Data
& Data Privacy protection risks, Client data ISO certifications, Continuous breaches
security expectations monitoring and incident response
Ethical Business • Regulatory non-compliance • Governance policies, Compliance
Conduct & risk, Corruption risk, ESG monitoring, Whistleblowing • Non-Compliance incidents, Ethics
mechanisms and employee training coverage
Compliance disclosure requirements
awareness programs
Digital Innovation
• Technology disruption, • AI-enabled services, Cloud and • Revenue generated from AI
& Emerging Technologies (AI) Generative AI opportunities digital transformation capabilities services
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ANNUAL REPORT 2025 86

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ANNUAL REPORT 2025 87

Risks & Opportunities Profile

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The table below outlines sustainability and climate-related risks and opportunities that have been identified through the Company’s double materiality assessment and may impact the Company’s prospects, including upstream supply chain (U), own operations (O), downstream operations (D) and Business Model i.e. Financial Capital (F), Human Capital(H), Social Capital (S), Intellectual Capital (I), Manufactured Capital (M), Natural Capital (N).

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Risk Opportunity Value Chain Business Model Time Horizon
Extreme weather events due to rise
O
in temperature
Air Quality O
Carbon Tax U/O/D
Heatwaves O
Sustainable Procurement U
Non-Compliance with Regulations O/D
Workforce Resilience O
Cybersecurity and Data Privacy O/D
Technology Disruption and Continuity U/O/D
Inability to meet climate commitments O
Support client decarbonization and ESG
D
expectations
Emerging Technologies (AI) O/D
Time Horizon Short term Medium term Long term
(0 to 3 years) (4 to 7 years) (7 years & Beyond)
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ANNUAL REPORT 2025 88

Risk Management Blueprint

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Sustainability-related risks and opportunities (SRROs) are identified through a structured and repeatable process incorporating internal operational reviews, value chain dependency assessments (upstream and downstream), regulatory monitoring, stakeholder engagement, industry benchmarking and , and the external operating environment and are assessed based on likelihood, magnitude, financial relevance and time horizon.

• Tone at the top

• Transparent risk oversight • Setting culture toward effective risk management

• Board of Directors Transparent risk oversight • Setting culture toward effective risk management • Review the adequacy of sustainability risk management system

• Sustainability committee • Assist the Board in framing, implementing risk monitoring and reporting mechanism

• • Assist the Board in determining organization’s sustainability objectives

• CEO and direction • Lead the risk management initiative

• CFO, CHRO, COO, Regional Heads • Ensure key risks are brought down to acceptable levels • Implement risk reporting mechanism

• Risk Owners • Execution of risk management practices in the enterprise • Deployment of risk mitigation strategies based on management directions

• • Periodic update to the management

• Risk Champions

ESG Working Group

Climate Scenario Analysis

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The Company conducted a climate-related scenario analysis to assess the resilience of its business model and strategy under different climate pathways. The analysis evaluates potential transition and physical climate risks across a range of plausible future scenarios derived from Network for Greening the Financial System (NGFS) and IPCC’s Shared Socioeconomic Pathways (SSP), insights from this assessment informs strategic planning and approach to managing climate-related risks and opportunities.

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Scenario Source Temperature Pathway
High Climate Response Network for Greening the Financial System (NGFS) ~1.5°C
Net-zero 2050 Network for Greening the Financial System (NGFS) ~2.5–3.0°C
Taking the green road IPCC Shared Socioeconomic Pathways (SSP1-1.9) ~1.5–2.0°C
Middle of the road IPCC Shared Socioeconomic Pathways (SSP2-4.5) ~2.5–3.0°C
Fossil-Fueled Development –
IPCC Shared Socioeconomic Pathways (SSP5-6) >3.0°C
Taking the Highway
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89

ANNUAL REPORT 2025

Strategic Pillars

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Sustainability priorities are operationalized through four strategic pillars that guide decision-making, risk management, and operational practices across the organization. As the we expand our capabilities in artificial intelligence, cloud transformation, and advanced digital services, sustainability considerations are incorporated into strategic planning, operational management, and technology deployment. This integration enables us to proactively strengthen business resilience while supporting responsible digital transformation for clients.

Sustainability is positioned as a driver of opportunity and long-term value creation. Our digital solutions enables us to support clients in improving operational efficiency, strengthening digital resilience, and advancing broader sustainability objectives. Internally, investments in energy efficiency, operational optimization, and workforce capability enhance productivity and operational stability. By integrating sustainability considerations across both our internal operations and client-facing solutions, we addresses our own operational impacts while enabling broader environmental and economic outcomes, supporting sustainable growth and longterm operational stability.

• Climate & Human Capital Business & Workforce

• Resilience Excellence

• • Energy Efficiency • Talent Development • Renewable Energy • Digital Skills & Integration Upskilling

• • Emissions • Workforce Capability Management • Diversity & Inclusion

• • Climate Risk Management • Employee Well-being

• • Infrastructure • Workplace Safety Resilience

• Resource Efficiency

• Responsible AI and Business & Digital

• Supply Chain Trust

• • Ethical Business Conduct • Cybersecurity

• • Responsible • Responsible AI Procurement • Data Governance

• • Supplier Engagement • Digital Infrastructure

• • Supply Chain Due Security Diligence • Privacy Protection

• • Regulatory Compliance • Technology Resilience

• • Governance & Transparency

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ANNUAL REPORT 2025 90

Transition Approach

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Systems Limited plans to adopt a climate transition plan to support its shift towards a low-carbon economy. The approach outlined below will guide our prioritisation and implementation of key sustainability initiatives.

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1 3
Prioritzation Criteria ...and beyond our
operations
Transition-Enabling Activities
Ability to directly
influence emissions
Submit SBTi Net Zero Targets
Energy intensity of facilities
and infrastructure Strengthen climate
governance and oversight
Invest in workforce
Cost efficiency and
operational resilience capabilities to support clean
potential technology deployment
Participate in industry and
Availability of
policy dialogues supporting
methodologies and data
renewable expansion
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Within our Value Chain...

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2
Decarbonization Strategy
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Transform Our Electricity Mix

• Transition of electricity consumption to renewable energy

• Scale solar energy adoption across operations

• Reduce dependence on carbon-intensive grid electricity

Optimize Workplace Footprint

• Transition company energy efficient technologies and equipment • Leverage hybrid work to reduce physical office space and associated energy demand

Align and Engage the Value Chain

• Encourage key suppliers to adopt science-based targets

• Integrate sustainability criteria into procurement decisions

ANNUAL REPORT 2025 91

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ANNUAL REPORT 2025 92

Talent Attraction

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Systems Limited’s ability to deliver digital transformation services depends on attracting and retaining highly skilled professionals across global markets. We recognize that our employees are our greatest asset, and their expertise, integrity, and creativity enable us to deliver transformative solutions while supporting responsible long-term growth. To sustain this strength, we maintain an inclusive hiring approach focused on attracting diverse, high-caliber talent aligned with our values and strategic vision.

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Talent Retention

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Workforce retention remains a priority as the Company continues to expand its global delivery capabilities. We continuously monitor workforce trends and leverage employee feedback and data-driven insights to strengthen retention, enhance engagement, and ensure our talent strategies remain aligned with evolving business and employee needs.

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ANNUAL REPORT 2025 93

Workforce Capability and Development

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Our focus is to develop a future-ready talent base through continuous learning, clear career pathways, and a supportive environment that empowers our people to supercharge progress. We emphasize skill-based learning, offering specialized training, mentorship, and access to cutting-edge resources across digital, engineering, cloud, data, and AI domains. These initiatives support continuous professional development and strengthen workforce capability across technical and leadership roles.

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ANNUAL REPORT 2025
94
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Diversity, Equity, and Inclusion

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We foster a workplace culture that values individual uniqueness and leverages diversity to drive innovation. Through leadership initiatives, community engagement, and cultural competency training, the Company promotes equality, inclusion, and a strong sense of belonging. Systems Limited maintains a Gender Diversity and Inclusion Policy that ensures equal employment opportunities, respectful treatment, and a workplace free from unlawful discrimination across all aspects of employment.

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Occupational Health and Safety

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Systems Limited maintains occupational health and safety management practices designed to protect employees and contractors across its operations. Safety procedures include hazard identification, preventive controls, incident reporting mechanisms and ongoing training to promote a safe and healthy workplace.

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Incident Reporting &
Hazard Identification Control Measures Response
HSE Surveys & Risk Evaluations Permit to Safety Preventive Hazard Incident Corrective
work Protocols Measures Reporting Investigation Actions
Report - Investigate - Correct -
Prevent
Training and Participation
HSE Emergency
Training Drills
Occupational Health Services External Worksite Safety
Medical Hygiene Ensuring Third Party premises have
Checks Inspections effective OHS systems
Training and Participation
Annual Feedback & Continuous
Reviews Updates enhancements
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95

ANNUAL REPORT 2025

Gender Pay Gap Statement

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Systems Limited is firmly committed to fostering a workplace where innovation is powered by diversity, and where all employees are respected, supported, and rewarded fairly. As a people-driven technology organization, the Company strives to cultivate an inclusive and equitable environment that enables talent to thrive irrespective of gender.

In line with this commitment, the gender pay gap calculation for the year ended 31 December 2025, for Systems Limited only, has been prepared and presented in accordance with the requirements of the circular issued by the Securities and Exchange Commission of Pakistan (SECP).

Our gender pay gap reflects workforce composition rather than pay inequity.

	Management	Junior Management
Mean Gap	10%	9%
Median Gap	14%	7%

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Asif Peer Chief Executive Officer Date: 6th April 2026

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ANNUAL REPORT 2025 96

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ANNUAL REPORT 2025 97

Energy Optimization

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Energy efficiency remains a fundamental principle of the Company’s commitment to climate and business resilience. We recognize the importance of proactively managing energy consumption through system optimization, efficiency enhancements, and sustainable operational practices across its facilities. The Company’s approach prioritizes reducing reliance on non-renewable energy sources, strengthening operational efficiency, and progressively increasing the share of renewable energy in its overall energy mix, wherever feasible.

During FY2025, total energy consumption declined compared to the previous year, driven largely by improved efficiency measures and the expansion of on-site solar capacity to 375 kW. This expansion more than doubled our solar generation, rising from 484 GJ in FY 2024 to 1,158 GJ in FY 2025.

Energy Intensity

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2.814 2.569 8.7%
0.264 16.5%
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Waste Management

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As a technology service-based organization, Systems Limited does not generate significant volumes of industrial waste. However, in line with our strategic pillar, responsible business and supply chain, we consider waste management an important environmental consideration, particularly in relation to electronic waste generated from IT equipment and hardware.

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The increase in waste generated during FY25 primarily reflects replacement of IT equipment and expansion of digital infrastructure.

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ANNUAL REPORT 2025 98

Interaction with Water

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Given the Company’s service-oriented business model, Systems Limited does not engage in water-intensive industrial processes. Nevertheless, the Company recognizes the importance of responsible water management in the context of increasing global water stress and potential location-specific risks, including local water availability constraints and varying levels of water stress. Accordingly, conservation measures are implemented to minimize consumption and promote responsible water stewardship across its facilities.

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46.05 19.22%
46.05 19.22%
7,154 5,567 22.18%
805.09 572.77 28.86%
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Emissions

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The Company has established a structured framework for measuring and monitoring greenhouse gas emissions across operational and value chain activities. We are strengthening our approach to climate management by enhancing transparency around greenhouse gas (GHG) emissions and establishing a structured foundation for emissions monitoring and reduction. The publication of this inaugural Sustainability Report marks an important step in this journey, with FY2024 established as the baseline year for measuring emissions and tracking progress toward future decarbonization efforts.

Operational Emissions

1,314 1,629

The increase in scope 1 was primarily related to higher refrigerant leakages from cooling systems, reflecting the impact of elevated temperature conditions and increased operational demand on HVAC infrastructure at certain office locations. Scope 2 emissions declined reflecting improved energy efficiency and increased renewable electricity generation.

Scope 1

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9%
Fugitive
23%
Mobile
Stationary
FY 2024
68%
7%
19%
Fugitive
Mobile
Stationary
FY 2025
74%
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Scope 2
5%
Pakistan
MEA Region
FY 2024
95%
6%
Pakistan
MEA Region
FY 2025
94%
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ANNUAL REPORT 2025 99

Value Chain Emissions

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Scope 3 emissions represent a significant component of Systems Limited’s overall greenhouse gas footprint and are distributed across multiple value chain categories. The category-wise breakdown highlights the relative contribution of key indirect emission sources, with employee commuting representing the largest source of Scope 3 emissions during the reporting year. Systems Limited remains committed to progressively strengthening its monitoring of value chain emissions and identifying opportunities to reduce its indirect carbon footprint through improved data visibility and targeted emission reduction initiatives over time.

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11,827
11,751
736
11 8
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1,629
7% 6%
8% 9%
85% 85%
17,859
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*Scope 3 emissions inventory currently excludes BAT due to its acquisition toward the end of the reporting period, which limited the availability of reliable data. The Company intends to progressively incorporate BAT-related emissions into its Scope 3 disclosures in future reporting cycles.

100

ANNUAL REPORT 2025

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ANNUAL REPORT 2025 101

Shareholders’ Key Information

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Equity & shareholding information

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Equity & Stock Information
----- End of picture text -----

Equity & Stock Information
Authorized Capital	4,000,000,000
Number Of Shares	2,000,000,000
Par Value	PKR 2
Type Of Shares	COMMON

Dividend payout (PKR MILLION)

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2021 695
2022 1,455
2023 1,749
2024 1,758
2025 2,947
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Shareholding Breakup

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7.90%
26.12%
16.10%
5.90%
1.37%
2.26%
1.41%
24.63%
5.30%
9.01%
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Directors, Chief Executive Officer, and their spouse(s) and minor children Associated companies, undertakings and related parties Sponsors Executives Banks, development finance institutions, non-banking finance companies Insurance Companies Modarabas and Mutual Funds

General Public Foreign Companies Others

ANNUAL REPORT 2025 102

Pattern of shareholding - Systems Limited

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The Shareholding in the Company as at 31 December 2025 is as follows:

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Shareholder Category Number of Shareholders Shareholding Breakup Number of Shares
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Directors, Chief Executive Offcer, and their spouse(s) and	13	26.12%	384,786,780
minor children
Associated companies, undertakings and related parties	1	5.90%	86,880,930
Sponsors	9	1.37%	20,239,900
Executives	17	2.26%	33,325,350
Banks, development fnance institutions, non-banking	9	1.41%	20,802,422
fnance companies
Insurance Companies	21	5.30%	78,065,579
Modarabas and Mutual Funds	88	9.01%	132,750,214
General Public	31,839	24.63%	362,921,560
Foreign Companies	41	16.10%	237,234,108
Others	334	7.90%	2116,397,592
Total	32,372	100%	1,473,404,435

Pattern of Shareholding as at December 31, 2025

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Number of Shareholders Shareholdings’Slab Total Shares Held
----- End of picture text -----

12732	1	to	100	494,383
8746	101	to	500	2,436,474
3748	501	to	1000	2,917,869
4438	1001	to	5000	10,519,124
1169	5001	to	10000	8,523,769
359	10001	to	15000	4,595,476
163	15001	to	20000	2,935,976
136	20001	to	25000	3,187,191
105	25001	to	30000	2,958,149
65	30001	to	35000	2,132,815
39	35001	to	40000	1,500,289
31	40001	to	45000	1,325,576
65	45001	to	50000	3,173,269
26	50001	to	55000	1,382,825
24	55001	to	60000	1,394,845
20	60001	to	65000	1,254,012
21	65001	to	70000	1,431,701
18	70001	to	75000	1,324,823
11	75001	to	80000	862,808
12	80001	to	85000	984,893
12	85001	to	90000	1,057,568
9	90001	to	95000	842,120
26	95001	to	100000	2,579,435
10	100001	to	105000	1,025,924
11	105001	to	110000	1,197,695
5	110001	to	115000	569,220
3	115001	to	120000	350,870
17	120001	to	125000	2,084,863
5	125001	to	130000	647,040
11	130001	to	135000	1,471,087
5	135001	to	140000	693,000
3	140001	to	145000	427,920
14	145001	to	150000	2,096,500
4	150001	to	155000	616,126
2	155001	to	160000	316,868
3	160001	to	165000	491,815
4	165001	to	170000	667,113
5	170001	to	175000	870,440

ANNUAL REPORT 2025 103

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Number of Shareholders Shareholdings’Slab Total Shares Held
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1	175001	to	180000	176,865
3	180001	to	185000	546,206
2	185001	to	190000	375,000
3	190001	to	195000	577,570
8	195001	to	200000	1,596,545
1	200001	to	205000	204,000
4	205001	to	210000	829,627
2	210001	to	215000	423,145
2	215001	to	220000	440,000
2	220001	to	225000	444,366
1	225001	to	230000	230,000
6	230001	to	235000	1,392,950
4	235001	to	240000	951,289
1	240001	to	245000	240,715
9	245001	to	250000	2,240,399
1	250001	to	255000	251,100
3	255001	to	260000	779,350
1	265001	to	270000	266,200
1	270001	to	275000	274,775
3	275001	to	280000	834,300
2	280001	to	285000	570,000
1	285001	to	290000	289,072
1	290001	to	295000	294,270
4	295001	to	300000	1,195,910
4	305001	to	310000	1,235,930
2	320001	to	325000	642,111
2	325001	to	330000	651,210
2	330001	to	335000	664,984
3	340001	to	345000	1,030,408
4	345001	to	350000	1,393,450
2	350001	to	355000	705,845
1	355001	to	360000	358,000
5	360001	to	365000	1,813,132
1	365001	to	370000	367,200
2	370001	to	375000	749,500
1	375001	to	380000	377,346
2	380001	to	385000	766,504
1	385001	to	390000	387,465
2	395001	to	400000	800,000
4	405001	to	410000	1,631,037
3	410001	to	415000	1,232,140
1	415001	to	420000	417,500
2	425001	to	430000	853,945
2	440001	to	445000	886,284
2	455001	to	460000	912,900
2	465001	to	470000	936,530
3	475001	to	480000	1,428,470
2	485001	to	490000	972,038
6	495001	to	500000	2,996,480
1	505001	to	510000	506,000
1	510001	to	515000	510,500
1	515001	to	520000	519,000
2	525001	to	530000	1,055,595
3	530001	to	535000	1,602,114
2	560001	to	565000	1,125,500
2	600001	to	605000	1,210,000
1	620001	to	625000	625,000
1	625001		630000	628,960

ANNUAL REPORT 2025 104

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Number of Shareholders Shareholdings’Slab Total Shares Held
----- End of picture text -----

1	630001	to	635000	634,350
1	635001	to	640000	637,321
1	660001	to	665000	660,444
2	665001	to	670000	1,330,870
1	675001	to	680000	675,300
2	680001	to	685000	1,367,175
1	700001	to	705000	700,375
1	705001	to	710000	709,500
1	715001	to	720000	717,000
1	720001	to	725000	724,270
1	745001	to	750000	750,000
1	755001	to	760000	755,750
2	760001	to	765000	1,525,851
1	785001	to	790000	787,500
2	800001	to	805000	1,606,508
1	815001	to	820000	819,602
1	830001	to	835000	833,140
1	840001	to	845000	844,840
1	870001	to	875000	874,000
1	895001	to	900000	896,000
1	900001	to	905000	900,910
1	910001	to	915000	912,175
1	930001	to	935000	934,000
1	945001	to	950000	949,025
3	955001	to	960000	2,876,380
1	965001	to	970000	965,975
1	970001	to	975000	975,000
1	995001	to	1000000	1,000,000
1	1025001	to	1030000	1,025,070
1	1040001	to	1045000	1,044,379
1	1055001	to	1060000	1,059,362
1	1095001	to	1100000	1,100,000
1	1135001	to	1140000	1,135,835
1	1150001	to	1155000	1,150,830
2	1175001	to	1180000	2,357,850
1	1290001	to	1295000	1,291,500
1	1325001	to	1330000	1,328,860
1	1330001	to	1335000	1,331,000
1	1340001	to	1345000	1,343,445
2	1360001	to	1365000	2,725,415
1	1385001	to	1390000	1,386,555
2	1435001	to	1440000	2,875,580
1	1450001	to	1455000	1,454,654
1	1495001	to	1500000	1,500,000
1	1500001	to	1505000	1,503,935
2	1505001	to	1510000	3,016,736
1	1555001	to	1560000	1,557,500
1	1585001	to	1590000	1,589,055
1	1640001	to	1645000	1,642,000
1	1665001	to	1670000	1,670,000
1	1690001	to	1695000	1,690,609
1	1715001	to	1720000	1,716,814
1	1740001	to	1745000	1,741,515
1	1750001	to	1755000	1,750,017
1	1805001	to	1810000	1,806,260
1	1830001	to	1835000	1,830,500
1	1845001	to	1850000	1,850,000
1	1910001	to	1915000	1,911,000

105

ANNUAL REPORT 2025

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Number of Shareholders Shareholdings’Slab Total Shares Held
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1	1965001	to	1970000	1,965,206
1	1995001	to	2000000	1,996,967
1	2005001	to	2010000	2,009,220
1	2025001	to	2030000	2,028,540
1	2175001	to	2180000	2,177,220
1	2265001	to	2270000	2,266,454
1	2275001	to	2280000	2,275,015
1	2495001	to	2500000	2,500,000
1	2525001	to	2530000	2,526,220
1	2545001	to	2550000	2,547,235
1	2655001	to	2660000	2,660,000
1	2800001	to	2805000	2,802,935
1	2870001	to	2875000	2,871,815
2	2885001	to	2890000	5,776,832
1	2925001	to	2930000	2,925,510
2	2935001	to	2940000	5,874,813
1	2970001	to	2975000	2,970,556
1	3070001	to	3075000	3,071,290
1	3085001	to	3090000	3,086,050
1	3200001	to	3205000	3,200,260
1	3225001	to	3230000	3,225,705
1	3305001	to	3310000	3,309,265
1	3380001	to	3385000	3,382,685
2	3395001	to	3400000	6,799,100
1	3405001	to	3410000	3,407,495
1	3610001	to	3615000	3,613,950
1	3620001	to	3625000	3,622,130
1	3680001	to	3685000	3,684,495
1	4015001	to	4020000	4,017,400
1	4090001	to	4095000	4,094,605
1	4235001	to	4240000	4,237,285
1	4380001	to	4385000	4,384,580
1	4435001	to	4440000	4,437,881
1	4550001	to	4555000	4,554,380
1	4745001	to	4750000	4,749,503
1	4960001	to	4965000	4,964,085
1	5040001	to	5045000	5,044,810
1	5140001	to	5145000	5,142,560
1	5260001	to	5265000	5,260,232
1	5430001	to	5435000	5,434,500
1	5705001	to	5710000	5,708,678
1	5845001	to	5850000	5,845,355
1	6775001	to	6780000	6,775,837
1	6800001	to	6805000	6,802,490
1	6965001	to	6970000	6,967,129
1	7080001	to	7085000	7,081,440
1	7885001	to	7890000	7,885,795
1	7915001	to	7920000	7,918,230
1	8295001	to	8300000	8,295,850
1	8680001	to	8685000	8,682,360
1	9310001	to	9315000	9,311,880
1	9650001	to	9655000	9,654,115
1	10215001	to	10220000	10,219,965
1	10680001	to	10685000	10,684,400
1	11010001	to	11015000	11,010,850
1	11425001	to	11430000	11,426,770
1	11685001	to	11690000	11,689,610
1	11985001	to	11990000	11,987,000

106

ANNUAL REPORT 2025

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Number of Shareholders Shareholdings’Slab Total Shares Held
----- End of picture text -----

1	12625001	to	12630000	12,625,950
1	13880001	to	13885000	13,883,590
2	15900001	to	15905000	31,803,370
1	16335001	to	16340000	16,337,927
1	16520001	to	16525000	16,521,000
1	17135001	to	17140000	17,138,400
1	18430001	to	18435000	18,432,855
1	18735001	to	18740000	18,736,020
1	18985001	to	18990000	18,987,490
1	20440001	to	20445000	20,444,820
1	21260001	to	21265000	21,260,745
1	21340001	to	21345000	21,343,240
1	22290001	to	22295000	22,292,758
1	33120001	to	33125000	33,124,470
1	38045001	to	38050000	38,048,270
1	42965001	to	42970000	42,967,045
1	43060001	to	43065000	43,060,360
1	43530001	to	43535000	43,531,795
1	47975001	to	47980000	47,976,427
1	50675001	to	50680000	50,675,190
1	62820001	to	62825000	62,821,860
1	82385001	to	82390000	82,389,845
1	86880001	to	86885000	86,880,930
1 32,372	191765001	to	191770000	191,765,400 1,473,404,435

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ANNUAL REPORT 2025 107

Modarabas and Mutual Funds

Information of shareholding as at 31 December 2025 as required under the Code of Corporate Governance is as follows:

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Name Number of Shares Held Percentage%
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M/S. B.R.R. GUARDIAN LIMITED	13,883,590	0.94
CDC - TRUSTEE MCB PAKISTAN STOCK MARKET FUND	5,434,500	0.37
CDC - TRUSTEE PAKISTAN CAPITAL MARKET FUND	141,250	0.01
CDC - TRUSTEE HBL INVESTMENT FUND	346,000	0.02
CDC - TRUSTEE HBL GROWTH FUND	896,000	0.06
CDC - TRUSTEE ALHAMRA ISLAMIC STOCK FUND	2,660,000	0.18
CDC - TRUSTEE ATLAS STOCK MARKET FUND	6,967,129	0.47
CDC - TRUSTEE MEEZAN BALANCED FUND	765,000	0.05
CDC - TRUSTEE JS ISLAMIC FUND	152,257	0.01
CDC - TRUSTEE ALFALAH GHP VALUE FUND	91,000	0.01
CDC - TRUSTEE AKD INDEX TRACKER FUND	325,720	0.02
CDC-TRUSTEE ALHAMRA ISLAMIC ASSET ALLOCATION FUND	900,910	0.06
CDC - TRUSTEE AL MEEZAN MUTUAL FUND	6,802,490	0.46
CDC - TRUSTEE MEEZAN ISLAMIC FUND	22,292,758	1.51
CDC - TRUSTEE UBL STOCK ADVANTAGE FUND	2,266,454	0.15
B.R.R. GUARDIAN LIMITED	11,426,770	0.78
CDC - TRUSTEE ATLAS ISLAMIC STOCK FUND	4,749,503	0.32
CDC - TRUSTEE AL-AMEEN SHARIAH STOCK FUND	4,094,605	0.28
CDC - TRUSTEE NBP STOCK FUND	5,142,560	0.35
CDC - TRUSTEE NBP BALANCED FUND	176,865	0.01
CDC - TRUSTEE ALFALAH GHP INCOME MULTIPLIER FUND	30,500	0.00
CDC - TRUSTEE MEEZAN TAHAFFUZ PENSION FUND - EQUITY SUB FUND	3,309,265	0.22
CDC - TRUSTEE APF-EQUITY SUB FUND	407,860	0.03
CDC - TRUSTEE JS PENSION SAVINGS FUND - EQUITY ACCOUNT	52,700	0.00
CDC - TRUSTEE ALFALAH GHP ISLAMIC STOCK FUND	2,937,313	0.20
CDC - TRUSTEE HBL - STOCK FUND	874,000	0.06
CDC - TRUSTEE NBP ISLAMIC SARMAYA IZAFA FUND	351,455	0.02
CDC - TRUSTEE APIF - EQUITY SUB FUND	724,270	0.05
CDC - TRUSTEE HBL MULTI - ASSET FUND	26,000	0.00
CDC - TRUSTEE MCB PAKISTAN ASSET ALLOCATION FUND	506,000	0.03
CDC-TRUSTEE JS ISLAMIC PENSION SAVINGS FUND-EQUITY SUB FUND	26,130	0.00
CDC - TRUSTEE ALFALAH GHP STOCK FUND	2,970,556	0.20
CDC - TRUSTEE ALFALAH GHP ALPHA FUND	844,840	0.06
CDC - TRUSTEE NIT-EQUITY MARKET OPPORTUNITY FUND	1,557,500	0.11
CDC - TRUSTEE ABL STOCK FUND	1,741,515	0.12
CDC - TRUSTEE AL HABIB STOCK FUND	1,100,000	0.07
CDC - TRUSTEE LAKSON EQUITY FUND	1,363,155	0.09
CDC - TRUSTEE NBP SARMAYA IZAFA FUND	109,795	0.01
CDC - TRUSTEE NBP MAHANA AMDANI FUND - MT	71,977	0.00
CDC-TRUSTEE HBL ISLAMIC STOCK FUND	427,720	0.03
CDC - TRUSTEE HBL EQUITY FUND	475,076	0.03
CDC - TRUSTEE HBL IPF EQUITY SUB FUND	120,500	0.01
CDC - TRUSTEE HBL PF EQUITY SUB FUND	58,500	0.00
CDC - TRUSTEE KSE MEEZAN INDEX FUND	2,177,220	0.15
MCBFSL - TRUSTEE PAK OMAN ADVANTAGE ASSET ALLOCATION FUND	66,573	0.00
MCBFSL - TRUSTEE PAK OMAN ISLAMIC ASSET ALLOCATION FUND	60,095	0.00
CDC - TRUSTEE AL HABIB ISLAMIC STOCK FUND	1,850,000	0.13
MCBFSL - TRUSTEE ABL ISLAMIC STOCK FUND	1,454,654	0.10
CDC - TRUSTEE AL-AMEEN ISLAMIC ASSET ALLOCATION FUND	128,150	0.01
CDC - TRUSTEE AWT ISLAMIC STOCK FUND	912,175	0.06
CDC-TRUSTEE AL-AMEEN ISLAMIC RET. SAV. FUND-EQUITY SUB FUND	965,975	0.07
CDC - TRUSTEE UBL RETIREMENT SAVINGS FUND - EQUITY SUB FUND	760,851	0.05
CDC - TRUSTEE NATIONAL INVESTMENT (UNIT) TRUST	1,362,260	0.09
CDC - TRUSTEE HBL ISLAMIC EQUITY FUND	309,000	0.02
CDC - TRUSTEE ABL ISLAMIC PENSION FUND - EQUITY SUB FUND	86,045	0.01

108

ANNUAL REPORT 2025

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Name Number of Shares Held Percentage%
----- End of picture text -----

CDC - TRUSTEE ABL PENSION FUND - EQUITY SUB FUND	64,640	0.00
CDC - TRUSTEE NBP ISLAMIC STOCK FUND	1,503,935	0.10
CDC - TRUSTEE AWT ISLAMIC ASSET ALLOCATION FUND	82,850	0.01
CDC - TRUSTEE NIT ISLAMIC EQUITY FUND	1,690,609	0.11
CDC-TRUSTEE NITIPF EQUITY SUB-FUND	120,770	0.01
CDC-TRUSTEE NITPF EQUITY SUB-FUND	82,500	0.01
CDC - TRUSTEE NBP SAVINGS FUND - MT	25,862	0.00
ABA ALI HABIB SECURITIES (PVT) LIMITED - MF	50	0.00
CDC - TRUSTEE HBL ISLAMIC ASSET ALLOCATION FUND	87,000	0.01
CDC - TRUSTEE ALFALAH MTS FUND - MT	166,013	0.01
CDC - TRUSTEE MEEZAN ASSET ALLOCATION FUND	381,504	0.03
CDC - TRUSTEE LAKSON TACTICAL FUND	59,900	0.00
CDC - TRUSTEE LAKSON ISLAMIC TACTICAL FUND	96,200	0.01
MCBFSL TRUSTEE ABL ISLAMIC DEDICATED STOCK FUND	54,935	0.00
CDC - TRUSTEE ALFALAH GHP ISLAMIC DEDICATED EQUITY FUND	43,931	0.00
CDC TRUSTEE - MEEZAN DEDICATED EQUITY FUND	280,000	0.02
CDC - TRUSTEE ATLAS ISLAMIC DEDICATED STOCK FUND	358,000	0.02
CDC - TRUSTEE FAYSAL ISLAMIC DEDICATED EQUITY FUND	18,400	0.00
CDC - TRUSTEE NIT ASSET ALLOCATION FUND	150,000	0.01
CDC - TRUSTEE NIT PAKISTAN GATEWAY EXCHANGE TRADED FUND	56,088	0.00
CDC - TRUSTEE UBL PAKISTAN ENTERPRISE EXCHANGE TRADED FUND	120,400	0.01
CDC - TRUSTEE FAYSAL ISLAMIC STOCK FUND	819,602	0.06
CDC - TRUSTEE NBP PAKISTAN GROWTH EXCHANGE TRADED FUND	46,699	0.00
CDC - TRUSTEE ALFALAH GHP DEDICATED EQUITY FUND	58,500	0.00
CDC - TRUSTEE PAK-QATAR ISLAMIC STOCK FUND	200,000	0.01
CDC - TRUSTEE PAK QATAR IPF - EQUITY SUB FUND	3,010	0.00
CDC - TRUSTEE MAHAANA ISLAMIC INDEX EXCHANGE TRADED FUND	289,072	0.02
CDC - TRUSTEE LUCKY ISLAMIC STOCK FUND	5,708,678	0.39
DCCL - TRUSTEE JS ISLAMIC SARMAYA MEHFOOZ FUND PLAN-I	189,500	0.01
CDC - TRUSTEE ABL OPTIMAL ASSET ALLOCATION FUND	77,000	0.01
CDC - TRUSTEE NIPPFI-NBP ISLAMIC PRINCIPAL PROTECTION PLAN-I	58,080	0.00
CDC - TRUSTEE FIAAF-III-FAYSAL SHARIAH FLEX PLAN-I	65,000	0.00
CDC-TRUSTEE NIPPFI-NBP ISLAMIC PRINCIPAL PROTECTION PLAN-II 88	56,500 132,750,214	0.00 9.01

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ANNUAL REPORT 2025 109

Directors, spouses and their children

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Name Number of Shares Held Percentage%
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MUHAMMAD ASIF PEER	105,233,085	7.14
DR. NEELAM HUSSAIN	44,117,875	2.99
MR. ZUBYR SOOMRO	101,000	0.01
MAHEEN REHMAN	2,500	0.00
MUHAMMAD ARSHAD MASOOD	191,765,400	13.02
AEZAZ HUSSAIN	43,531,795	2.95
OMER SAEED	11,000	0.00
HARRIS HASAN SYED	5,000	0.00
9 ROMANA ABDULLAH	384,786,780 19,125	26.12 0.00
Associated companies, undertakings and related parties	86,880,930	5.90
Executives	33,325,350	2.26
Sponsors	20,239,900	1.37
Banks, development fnance institutions, non-banking Financial Institution	20,802,422	1.41
	78,065,579	5.30

Insurance Companies

Foreign Companies

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----- Start of picture text -----

Name Number of Shares Held Percentage%
----- End of picture text -----

ACACIA CONSERVATION FUND LP	15,901,685	1.08
ACACIA CONSERVATION MASTER FUND (OFFSHORE) LP	3,407,495	0.23
ACACIA II PARTNERS LP	1,135,835	0.08
ACACIA INSTITUTIONAL PARTNERS LP	15,901,685	1.08
ACACIA PARTNERS LP	20,444,820	1.39
AFC UMBRELLA FUND	833,140	0.06
ARISTEA SICAV NEW FRONTIERS EQUITY FUND	684,040	0.05
COELI SICAV I - FRONTIER MARKETS FUND	12,625,950	0.86
DUET EM FRONTIER FUND LIMITED	8,295,850	0.56
EAST CAPITAL	3,613,950	0.25
EATON VANCE COLLECTIVE INV TRT FOR EMP BENEFIT PLANS	121,675	0.01
EATON VANCE TRT CO CM TRT FD-PARMTC STR EME MKT EQT CM TRT F	182,706	0.01
EFG HERMES UAE L.L.C	3,399,100	0.23
FOURTON SILKKITIE ASIA EQUITY INVESTMENT FUND	3,400,000	0.23
FRONTIER MARKET OPPORTUNITIES MASTER FUND, LP	3,622,130	0.25
FRONTIER MARKET SELECT FUND II, L.P.	486,038	0.03
GALAXY FUND	6,775,837	0.46
GLOBAL MACRO CAPITAL OPPORTUNITIES PORTFOLIO	1,830,500	0.12
GLOBEFLEX FRONTIER ALL CAP L.P.	5,845,355	0.4
GREYHOUND ASIA FUND LIMITED	33,124,470	2.25
HSBC TRSTE (CAYMAN)LTD AS TRSTE OF FULLERTON FND C1-F.VPIC F	456,915	0.03
INFINITI UNIVERSAL CORP	310,000	0.02
J.P. MORGAN SECURITIES PLC	1,343,445	0.09
LEGAL AND GENERAL ICAV	2,886,832	0.2
Morgan Stanley Investment Funds (975-6)	1,996,967	0.14
Noor Financial Invest Co.	20,200	0
PARAMETRIC EMERGING MARKETS FUND	208,000	0.01
PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND	525,765	0.04
POLUNIN EMERGING MARKETS SMALL CAP FUND LLC	10,684,400	0.73
POLUNIN FUNDS-EMERGING MARKETS SMALL CAP FUND	245,384	0.02
POLUNIN FUNDS-EMERGING MARKETS TECHNOLOGY FUND	246,466	0.02
RUSS INV TR CO COMM EMP BEN FNDS TR	1,044,379	0.07

ANNUAL REPORT 2025 110

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Name Number of Shares Held Percentage%
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Name	Number of Shares Held	Percentage%
RUSSELL INVESTMENTS EMERGING MARKETS EQUITY POOL	196,545	0.01
SER B-CHANG EMG MKT SML CP FND-A SER OF CHANG INV SR FND LLC	320,335	0.02
T. ROWE PRICE FUNDS SICAV - FRONTIER MKTS EQ F[000912600018]	4,017,400	0.27
T. ROWE PRICE GLOBAL ALLOCATION FUND	153,869	0.01
TENCORE PARTNERS MASTER LTD.	150,000	0.01
TERRA GLOBAL OPPORTUNITY FUND L.P.	4,964,085	0.34
TUNDRA SHIKARI GLOBAL	21,260,745	1.44
TUNDRA SUSTAINABLE FRONTIER FUND	43,060,360	2.92
WORLDWIDE OPPORTUNITY FUND (CAYMAN) LTD. 41	1,509,755 237,234,108	0.1 16.10
Others	116,397,592	7.90
General Public	362,921,560	24.63
Share holders holding 10% or more
Name	Number of Shares Held	Percentage%
MUHAMMAD ARSHAD MASOOD	191,765,400	13.02

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ANNUAL REPORT 2025 111

Notice of Annual General Meeting

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Notice is hereby given to all the members of Systems Limited (the “Company”) that 49th Annual General Meeting of the Company is scheduled to be held on the 11th of May, 2026 at 11 am at its Head Office situated at Systems Campus, E-1, Sehjpal Road, Near DHA Phase-8 (Ex-Air Avenue), Lahore, in-person and through video-link to transact the following business:

Ordinary Business

1. To confirm the minutes of the last Annual General Meeting held on 28th April 2025.

2. To confirm the minutes of the last Extraordinary General Meeting held on 27th February 2026.

3. To, receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31 December 2025 together with the Board of Directors’ and Auditors’ report thereon.

4. To approve and declare cash dividend @ 100 % i.e. PKR 2 per share, for the year ended 31 December 2025.

5. To appoint Auditors and fix their remuneration for the year ending 31 December 2026. The Board of Directors upon recommendation of Audit Committee has recommended A.F. Ferguson and Co., being eligible for reappointment as auditors of the Company for the year ending 31 December 2026.

Special Business

1. To discuss and, if deemed fit, approve the conversion of the existing loan amounting to Rs. 322.8 million (inclusive of principal and accrued mark-up / interest), granted by the Company to its associated company, OneLoad Processing Systems (Private) Limited (Subsidiary of E-Processing Systems B.V), into equity through the issuance of 108,361 preference shares in E-Processing Systems B.V, in accordance with the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

“Resolved that pursuant to the Companies Act, 2017 and subject to all applicable approvals, consents and compliances, consent of the members be and is hereby accorded for conversion of the existing loan of Rs. 322.8 million, including accrued mark-up / interest, outstanding against OneLoad Processing Systems (Private) Limited (Subsidiary of E-Processing Systems B.V), being an associateof the Company, into equity investment through subscription / issuance of 108,361 preference shares of E-Processing Systems B.V, on the basis of last premoney valuation of USD 7.5M ($10.64 per share) as approved by Board of Directors of E-Processing Systems B.V.”

“Further resolved that the CEO / CFO of the Company be and are hereby authorized to do all acts, deeds and things, take all necessary steps, sign and execute all agreements, documents and writings, and make all filings as may be necessary or incidental for giving effect to the above resolution.”

1. To discuss and, if deemed fit, approve the renewal of loan facility of up to Rs. 500 million for working capital support to UUS Joint Venture (Private) Limited, being a joint operation / associated undertaking of the Company, in accordance with Section 199 of the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

“Resolved that pursuant to the Companies Act, 2017 and subject to all applicable laws, regulations and approvals, consent of the members be and is hereby accorded for renewal / continuation of a loan facility of up to Rs. 500 million in favour of UUS Joint Venture (Private) Limited, for working capital support, for such period, at such mark-up / return, repayment schedule, security and other terms and conditions as may be determined by the Board of Directors in accordance with the loan agreement to be executed for this purpose.”

“Further resolved that the CEO/CFO of the Company be and are hereby authorized to finalize, negotiate and execute the loan agreement and all ancillary documents, and to take all actions and make all filings necessary to implement this resolution.”

Other Business

1. Any other Business with the permission of the Chair.

By Order of the Board

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Fayez Qamar Rasheed Company Secretary

20th April, 2026 Lahore

112

ANNUAL REPORT 2025

Notes

1. The Share Transfer books of the Company will be closed from 4th May 2026 to 11th May 2026 (both days inclusive). Transfer received at the address of. M/s CDC Share Registrar Services Limited situated at CDC House, 99-B, Block B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi – 74400, Pakistan at the close of business on 30th April 2026 will be treated in time for the purpose of above entitlement to the transferees.

2. A member of the Company entitled to attend, speak and vote at the AGM may appoint another member as his / her proxy to attend, speak and vote in place of the member. Proxies, in order to be effective, must be received at the Company’s registered office, situated at E-1, Sehjpal Road, Near DHA Phase VIII (Ex-Air Avenue), Lahore Cantt., Lahore, at least 48 hours before the time of holding the AGM and no account shall be taken of any part of the day that is not a working day. A member shall not be entitled to appoint more than one proxy. Form of proxy is attached to this Notice and can be downloaded from the Company’s website: www. systemsltd.com.

3. Any Individual Beneficial Owner of CDC, entitled to attend and vote at the AGM, must bring his / her original Computerized National Identity Card (CNIC) to prove identity, and in case of proxy, a copy of member’s attested CNIC must be attached with the proxy form. Representatives of corporate members should bring the usual documents required for such purpose (and as detailed below).

4. CDC Account Holders will also be required to follow the under mentioned guidelines, as laid down in Circular 1 dated January 26,

5. 2000, issued by the Securities and Exchange Commission of Pakistan (SECP):

For Attending the AGM

• 3.1 In case of individuals, the account holder or sub-account holder and / or the person, whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall authenticate identity by showing his / her original CNIC or original passport at the time of attending the AGM.

• 3.2 Members registered on CDC are also requested to bring their particulars, I. D. Numbers and account numbers in CDS.

• 3.3 In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature of the nominee shall be produced at the time of the AGM (unless it has been provided earlier).

For Appointing Proxies

• 3.4 In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per the above requirement.

• 3.5 The proxy form shall be witnessed by the person whose name, address and CNIC number shall be mentioned on the form.

• 3.6 Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

• 3.7 The proxy shall produce his / her original CNIC or original passport at the time of the AGM.

• 3.8 In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

Participation through Video Conference Facility

If the Company receives a demand (at least 2 days before the date of the AGM) from members holding an aggregate of at least 10% shareholding residing in any other city, to participate in the AGM through video link, the Company will arrange video conference facility in that city (subject to availability thereof in such city). In this regard please send a duly signed request as per the following format at the registered address of the Company, at least 2 days before holding of the AGM.

I/We, _____ of ___, being a member of Systems Limited, holder of ___ ordinary share(s) as per registered Folio / CDC Account No ___, hereby opt for video conference facility at ____.

Signature of member

1. Online participation in the Annual General Meeting:

Shareholders who wish to participate in the Annual General Meeting online are advised to register with the Company on or before 09:00 p.m., 10th May 2026, by completing the registration process through the following link:

https://systemsltd.zoom.us/webinar/register/WN_EMNjt2QrQgKLmfk1vw76dw

Any requests received after the cut-off cannot be entertained.

Login facility will open 15 (fifteen) minutes before the meeting time (10:45 a.m. on May 11, 2026) to enable the participants to join the meeting after the identification process. Shareholders will be able to login and participate in the AGM proceedings through their devices after completing all the formalities required for the identification and verification of the shareholders.

The details of the electronic facility (video link and the login credentials) will only be sent to the interested members (who have completed the registration process in accordance with the process given above) at their provided e-mail addresses.

1. Pursuant to the directive of the Securities & Exchange Commission of Pakistan, CNIC numbers of shareholders are mandatorily required to be mentioned on Dividend Warrants. Shareholders are, therefore, requested to submit a copy of their CNIC (if not already provided) to the Company Share Registrar, M/s CDC House, 99-B, Block B, S.M.C.H.S. Main Shahrah-eFaisal, Karachi – 74400, Pakistan.

ANNUAL REPORT 2025 113

Deduction of Withholding Tax:

• 6 Please note that the withholding tax will be deducted at the following rate based on “Active Taxpayer List” (ATL) available at FBR website:

• (a) Persons appearing in Active Taxpayers List: 15%

• (b) Persons not appearing in Active Taxpayers List: 30%.

Further, in case of joint shareholders, tax will be deducted as per their ratio/share (if any) intimated by the same to the Company’s Share Registrar, otherwise their shareholding treated as equal.

The Corporate shareholders having CDC account are required to have their National Tax Number (NTN) updated with their respective participants, whereas physical shareholders should send a copy of their NTN Certificate to the Company or Company’s Share Registrar, M/s CDC Share Registrar Services Limited situated at CDC House, 99-B, Block B, S.M.C.H.S. Main Shahrah-e-Faisal, Karachi – 74400. The shareholders while sending NTN or NTN Certificate, as the case may be, must quote Company name and their respective folio numbers.

• 7 The Zakat will be deducted from the dividends at source at the rate of 2.5% of the paid-up value of the shares (Rs. 02/- each) under Zakat and Ushr Laws and will be deposited within the prescribed period with the relevant authority. Please submit your Zakat Declaration Form (CZ 50) under Zakat and Ushr Ordinance 1980 & Rule 4 of Zakat (Deduction & Refund) Rules, 1981 to the Company’s Share Registrar. Shareholders who hold shares with participants / CDC are advised to provide the above Forms through the concerned brokers / CDC.

• 8 SECP through its notification SRO 787(1) /2014 dated September 8, 2014 has allowed the circulations of Audited Financial Statement along with Notice of Annual General Meeting to the Members through e-mail. Therefore, all members of the Company who wish to receive soft copy of Annual Report are requested to send their e-mail addresses. The consent form for electronic transmission can be downloaded from the Company Website: www.systemsltd.com Audited financial statements & reports are being placed on the aforesaid website.

• 9 To facilitate the resident companies, the Securities Exchange Commission of Pakistan, through its S.R.O. 389 (I)/2023, dated 21st March, 2023, has authorized the dissemination of annual audited financial statements, encompassing balance sheets, profit and loss accounts, auditor’s reports, directors’ reports, and other relevant financial information, to its members via QRenabled codes and weblinks. The Annual Report of the Company for the year ended 31st December 2025, will be available on the Company Website: www.systemsltd.com or through QR enabled code as follows:

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Scan me!
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• 10 In compliance with requirements of Companies Act, 2017 and Companies (Distribution of Dividends) Regulation, 2017, the Company has withheld dividend of those shareholders who have not yet provided correct and complete bank account details including valid IBAN of their own bank accounts.

• In order to receive cash dividend(s) withheld by the Company as stated above, shareholders are requested to contact Company’s Share Registrar at the above given address or Participant / Investor Account Services of Central Depository Company of Pakistan (as the case may be) along with legible copy of their respective valid CNIC and provide their complete and correct bank account details including valid IBAN.

• 11 In compliance of Section 244 of the Companies Act 2017, the Company has already requested through individual letters to shareholders who have not yet claimed their outstanding cash dividends/ bonus shares, Shareholders are once again requested to lodge their claims for cash dividends, right /bonus shares kept with the Share Registrar and Transfer Agent of the Company. On the address given above.

• 12 In reference to Section 72(2) of the Companies Act, 2017, all shareholders holding physical shares are requested to get converted their shares into book entry form at the earliest. This would facilitate shareholders in many ways including safe custody of shares, avoidance of formalities required for issuance of duplicate shares, etc. For the conversion of physical shares into book entry form, the shareholders may contact their Brokers, CDC Participants or CDC Investor Account Service.

• 13 In order to make process of payment of cash dividend more efficient, e-dividend mechanism has been envisaged where shareholders can get amount of dividend credited into their respective bank accounts electronically without any delay. In this way, dividends may be instantly credited to respective bank accounts and there are no chances of dividend warrants getting lost in the post, undelivered or delivered to the wrong address, etc. The Securities and Exchange Commission of Pakistan (SECP) through Notice No. 8(4) SM/CDC 2008 dated 5 April 2013 has advised all Listed Companies to adopt e-dividend mechanism due to the benefits it entails for shareholders. In view of the above, you are hereby encouraged to provide a dividend mandate in favor of e-dividend by providing dividend mandate form duly filled in and signed.

Polling on special business:

• 14 The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan (“SECP”), wherein, SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of Systems Limited (the “Company”) will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Annual General Meeting to be held on 11th May 2026, at 11.00 AM, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

ANNUAL REPORT 2025 114

Procedure for E – Voting:

• 15 a. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business of 30th April 2026.

• b. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

• c. Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.

• d. E-Voting lines will start from 06th May 2026, 09:00 a.m. and shall close on 10th May 2026 at 5:00 p.m. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

Procedure for Voting Through Postal Ballot:

• 16 The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company’s registered address E-1, Sehjpal Road, Near DHA Phase-8 (Ex-Air Avenue), Lahore or email at muhammad.murtuza@systemsltd.com, one day before the Annual General Meeting on 10th May 2026, during working hours. The signature on the ballot paper shall match with the signature on CNIC.

For the convenience of the Members, ballot paper is annexed to this notice and the same is also available on the Company’s website at www.systemsltd.com for download.

Scrutinizer

In accordance with the Regulation 11 of the Regulations, the Board of the Company has appointed M/s Junaidy Shoaib Asad, Chartered Accountants, a QCR rated audit firm, to act as the Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11A of the Regulations.

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ANNUAL REPORT 2025 115

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Postal ballot paper
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for voting through post for the Special Business at the Annual General Meeting to be held on May 11, 2025, at 11:00 a.m. at E-1, Sehjpal Near DHA Phase-VIII, (Ex-Air Avenue), Lahore.

Phone: +92-42- 111-797-836 Website: www.systemsltd.com.

Folio / CDS Account Number

Name of Shareholder / Proxy Holder

Registered Address

Number of shares Held

CNIC/Passport No. (in case of foreigner) (copy to be attached)

Additional information and enclosures (in case of representative of body corporate, corporation, and federal Government)

Name of Authorized Signatory

CNIC/Passport No. (in case of foreigner) of Authorized Signatory (copy to be attached)

Resolution For Agenda Item No. 6

To discuss and, if deemed fit, approve the conversion of the existing loan amounting to Rs. 322.8 million (inclusive of principal and accrued mark-up / interest), granted by the Company to its associated company, OneLoad Processing Systems (Private) Limited (Subsidiary of E-Processing Systems B.V), into equity through the issuance of 108,361 preference shares in E-Processing Systems B.V, in accordance with the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

“Resolved that pursuant to the Companies Act, 2017 and subject to all applicable approvals, consents and compliances, consent of the members be and is hereby accorded for conversion of the existing loan of Rs. 322.8 million, including accrued mark-up / interest, outstanding against OneLoad Processing Systems (Private) Limited (Subsidiary of E-Processing Systems B.V), being an associateof the Company, into equity investment through subscription / issuance of 108,361 preference shares of E-Processing Systems B.V, on the basis of last premoney valuation of USD 7.5M ($10.64 per share) as approved by Board of Directors of E-Processing Systems B.V.”

“Further resolved that the CEO / CFO of the Company be and are hereby authorized to do all acts, deeds and things, take all necessary steps, sign and execute all agreements, documents and writings, and make all filings as may be necessary or incidental for giving effect to the above resolution.”

Resolution For Agenda Item No. 7

To discuss and, if deemed fit, approve the renewal of loan facility of up to Rs. 500 million for working capital support to UUS Joint Venture (Private) Limited, being a joint operation / associated undertaking of the Company, in accordance with Section 199 of the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

“Resolved that pursuant to the Companies Act, 2017 and subject to all applicable laws, regulations and approvals, consent of the members be and is hereby accorded for renewal / continuation of a loan facility of up to Rs. 500 million in favour of UUS Joint Venture (Private) Limited, for working capital support, for such period, at such mark-up / return, repayment schedule, security and other terms and conditions as may be determined by the Board of Directors in accordance with the loan agreement to be executed for this purpose.”

“Further resolved that the CEO/CFO of the Company be and are hereby authorized to finalize, negotiate and execute the loan agreement and all ancillary documents, and to take all actions and make all filings necessary to implement this resolution.”

ANNUAL REPORT 2025 116

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1. Please indicate your vote by ticking (√) the relevant box.

2. In case if both the boxes are marked as (√), your poll shall be treated as “Rejected”.

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

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Resolution I/We assent to the I/We dissent to the
Resolution (FOR) Resolution(AGAINST)
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Resolution For Agenda Item No. 6

Resolution For Agenda Item No. 7

1. Dully filled ballot paper should be sent to the Chairman of the meeting atSystems Limited at E-1, Sehjpal Near DHA PhaseVIII, (Ex-Air Avenue), Lahore or e-mail at muhammad.murtuza@systemsltd.com

2. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.

3. Ballot paper should reach the Chairman within business hours by or before 10th May 2026. Any postal Ballot received after this date, will not be considered for voting.

4. Signature on ballot paper should match with signature on CNIC/ Passport. (In case of foreigner).

5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.

6. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC 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. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member.

7. Ballot Paper form has also been placed on the website of the Company at: www.systemsltd.com. Members may download the Ballot paper from the website or use an original/photocopy published in newspapers.

Date

Shareholder / Proxy holder Signature/Authorized Signatory

(In case of corporate entity, please affix company stamp)

ANNUAL REPORT 2025 117

Statement under Section 134 (3) of the Companies Act, 2017

This statement sets out the material facts concerning the special business to be transacted at the annual general meeting of the Company to be held on 11th May 2026.

Agenda Item No.6 (a)

Nature of information required to be disclosed pursuant to The Companies (Investment in Associated Companies or Undertaking) Regulations, 2017, for investment in associated company M/S E-Processing Systems B.V. is as follows:

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Ref. No.
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Requirement
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Relevant Information
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• Disclosures for all types of investments:-
(A) Regarding associated company or associated undertaking:-
i name of the associated company E-Processing Systems B.V.
ii basis of relationship 34.30% shareholding Associate Company/
Common directorship
31 Dec 2025 31 Dec 2024 31 Dec 2023
iii earnings per share for the last three years (Rs.) (Rs.) (Rs.)
(1,031) (935) (2,242)
iv break-up value per share, based on latest audited Rs. 1,339
financial statements;
Statement of Financial Position – 31 December 2025
v
financial position, including main items of
statement of financial position and profit and Non-current assets 538,212,553
loss account on the basis of its latest financial Current assets 542,004,386
statements; and Shareholders’ equity 538,973,625
Non-current liabilities 12,341,226
Current liabilities 528,902,088
Profit & Loss A/C – 31 December 2025
Revenue 339,552,814
Cost of revenue 214,531,686
Gross profit 125,021,128
Profit for the year (414,908,248)
in case of investment in relation to a project of N/A
associated company or associated undertaking
vi that has not commenced operations, following
further information, namely,-
i) description of the project and its history
since conceptualization;
ii) starting date and expected date of
completion of work;
iii) time by which such project shall become
commercially operational;
iv) expected time by which the project shall
start paying return on investment; and
v) funds invested or to be invested by the
promoters, sponsors, associated company
or associated undertaking distinguishing
between cash and non-cash amounts;
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ANNUAL REPORT 2025 118

(B) General Disclosures

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i maximum amount of investment to be made; Rs. 322.8 million
ii purpose, benefits likely to accrue to the investing Purpose: To convert the outstanding loan amount,
company and its members from such investment together with accrued interest, extended to OneLoad
and period of investment; Processing Systems (Private) Limited (a subsidiary of
E-Processing Systems B.V.), into preference shares of
E-Processing Systems B.V.
Benefit: This will simplify the structure, avoid ongoing
tax inefficiencies and consolidate Systems Limited
strategic position.
iii sources of funds to be utilized for investment and No further funds are required. Existing outstanding
where the investment is intended to be made loan along with accrued interest to be converted into
using borrowed funds,- preference shares.
i justification for investment through N/A
borrowings;
ii detail of collateral, guarantees provided
and assets pledged for obtaining such
funds; and
iii cost benefit analysis;
iv salient features of the agreement(s), if any, with Agreement is executed in line with section 199 of
associated company or associated undertaking Companies Act, 2017.
with regards to the proposed investment;
direct or indirect interest of directors, sponsors, Mr. Aezaz Hussain, Chairman and Mr. Asif Peer, CEO of
v majority shareholders and their relatives, if Systems Limited are also directors of EP B.V.
any, in the associated company or associated
Mr. Aezaz Hussain, Chairman, Mr. Arshad Masood,
undertaking or the transaction under
Director and Mr. Asif Peer, CEO of Systems Limited are
consideration;
also members in EP B.V either directly or through direct
relatives.
in case any investment in associated company or With the loan provided which is now being converted
vi associated undertaking has already been made, into preference shares, OneLoad Processing Systems
the performance review of such investment (Private) Limited (a subsidiary of E-Processing Systems
including complete information/justification for B.V.) was able to develop its product OneLoad, launch
any impairment or write offs; and its commercial operations in 2016 and met its working
capital requirements. Since launch of commercial
operation, OneLoad Processing Systems (Private)
Limited is able to multiply its revenues, number of
transactions and number of retailers each month.
No impairment was recorded during the year. The
ECL previously recognized on outstanding loan has
been reversed during the current year in the financial
statements.
vii any other important details necessary for the N/A
members to understand the transaction;
In case of investments in the form of loans, advances and guarantees, following disclosures in addition to those provided under clause (a)
of sub-regulation (1) of regulation 3 shall be made,-
i category-wise amount of investment; N/A
ii average borrowing cost of the investing N/A
company, the Karachi Inter Bank Offered Rate
(KIBOR) for the relevant period, rate of return for
Shariah compliant products and rate of return for
unfunded facilities, as the case may be, for the
relevant period
iii rate of interest, mark-up, profit, fees or N/A
commission etc to be charged by investing
company N/A
iv particulars of collateral or security to be obtained N/A
in relation to the proposed investment;
v If the investment carries conversion feature i.e. N/A
it is convertible into securities, this fact along
with terms and conditions including conversion
formula, circumstances in which the conversion
may take place and the time when the
conversion may be exercisable; and
vi repayment schedule and terms and conditions of N/A
loan or advances to be given to the associated
company or associated undertaking.
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119

ANNUAL REPORT 2025

Agenda Item 7

Nature of information required to be disclosed pursuant to The Companies (Investment in Associated Companies or Undertaking) Regulations, 2017, for investment in associated company M/S UUS Joint Venture (Pvt.) Limited is as follows:

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Ref. No.
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Requirement
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Relevant Information
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• Disclosures for all types of investments:-
(A) Regarding associated company or associated undertaking:-
i name of the associated company UUS Joint Venture (Private) Limited
ii basis of relationship 49.99 % shareholding / Common directorship
iii earnings per share for the last three years N/A
iv break-up value per share, based on latest audited N/A
financial statements;
v financial position, including main items of
statement of financial position and profit and Statement of Financial Position – 31 December 2025
loss account on the basis of its latest financial
statements; and
Non-current assets -
Current assets 138,032,082
Shareholders’ equity (280,545,328)
Non-current liabilities -
Current liabilities 418,577,410
Profit & Loss A/C – 31 December 2024
Revenue 0
Cost of revenue 0
Gross profit 0
Loss for the year (25,450,931)
vi in case of investment in relation to a project of
associated company or associated undertaking
that has not commenced operations, following
further information, namely,-
i description of the project and its history
since conceptualization;
ii starting date and expected date of
completion of work;
N/A
iii time by which such project shall become
commercially operational;
iv expected time by which the project shall
start paying return on investment; and
v funds invested or to be invested by the
promoters, sponsors, associated company
or associated undertaking distinguishing
between cash and non-cash amounts;
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ANNUAL REPORT 2025 120

(B) General Disclosures

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i maximum amount of investment to be made; Rs. 550 million
ii purpose, benefits likely to accrue to the investing Purpose: To meet working capital requirements of UUS
company and its members from such investment Joint Venture (Private) Limited and to give guarantee
and period of investment; to Pakistan Civil Aviation Authority.
Benefit: The completion of project will results in
distribution of profits by UUS Joint Venture (Pvt.) Limited
to Systems Limited.
Period of Investment: The period of investment shall be
one (1) year.
iii sources of funds to be utilized for investment and Loan shall be from own funds.
where the investment is intended to be made
using borrowed funds,-
UUS Joint Venture (Private) Limited is only a special
i. justification for investment through purpose vehicle for executing Pakistan Civil Aviation
borrowings; Authority (PCAA) project awarded to consortium of
Systems Limited and Beijing UniStrong Science &
Technology Co. It is Systems Limited liability to issue
guarantee to (PCAA).
ii. detail of collateral, guarantees provided and
assets pledged for obtaining such funds; and
iii. cost benefit analysis; N/A
iv salient features of the agreement(s), if any, with None. Agreement shall be executed in line with
associated company or associated undertaking section 199 of Companies Act, 2017 and resolution of
with regards to the proposed investment; shareholders to be passed in annual general meeting.
v direct or indirect interest of directors, sponsors, Mr. Asif Peer, CEO of Systems Limited is also member
majority shareholders and their relatives, if and director in UUS Joint Venture (Pvt.) Limited.
any, in the associated company or associated
undertaking or the transaction under
consideration;
vi in case any investment in associated company or Under the terms of the Project Agreement executed
associated undertaking has already been made, between UUS-JV and Civil Aviation Authority (“CAA”),
the performance review of such investment UUS-JV was entitled to 5 (five) payments in total for the
including complete information/justification for provision of services against the decided milestones.
any impairment or write offs; and Till date, UUS-JV has received payments from the CAA
against outstanding milestones. and released the
performance guarantees provided for the Project.
There is no impairment or write-off.
vii any other important details necessary for the N/A
members to understand the transaction;
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In case of investments in the form of loans, advances and guarantees, following disclosures in addition to those provided under clause (a) of sub-regulation (1) of regulation 3 shall be made,-

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i category-wise amount of investment; N/A
average borrowing cost of the investing EFS loan: Average borrowing cost of investing company
ii company, the Karachi Inter Bank Offered Rate is SBP rate.
(KIBOR) for the relevant period, rate of return for
Shariah compliant products and rate of return for
unfunded facilities, as the case may be, for the
relevant period
iii rate of interest, mark-up, profit, fees or Higher of KIBOR or borrowing cost of investing company
commission etc to be charged by investing in line with section 199 of companies act 2017.
company
iv particulars of collateral or security to be obtained Unsecured
in relation to the proposed investment;
v If the investment carries conversion feature i.e. N/A
it is convertible into securities, this fact along
with terms and conditions including conversion
formula, circumstances in which the conversion
may take place and the time when the
conversion may be exercisable; and
vi repayment schedule and terms and conditions of Principal: One (1) year from disbursement.
loans or advances to be given to the associated
company or associated undertaking;
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121

ANNUAL REPORT 2025

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ANNUAL REPORT 2025 122

Shareholders’ information

REGISTERED OFFICE

E-1, Sehjpal Near DHA Phase VIII (Ex.-Air Avenue), Lahore Cantt. T: +92 42 111-797-836 F: +92 42 3 636 8857

SHARE REGISTRAR

Central Depository Company CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi – 74400. Tel: (92-21) 111-111-500 Fax: (92-21) 34326034

LISTING ON STOCK

Ordinary shares of Systems Limited are listed on Pakistan Stock Exchange Limited.

STOCK CODE / SYMBOL

The stock code / symbol for trading in ordinary shares of Systems Limited at Pakistan Stock Exchange in SYS.

STATUTORY COMPLIANCE

During the year, the Company has complied with all applicable provisions, filed all returns/forms and furnished all the relevant particulars as required under the repealed Companies Ordinance, 1984 (Now, Companies Act, 2017) and allied rules, the Securities and Exchange Commission of Pakistan Regulations and the listing requirements.

DIVIDEND

The Board of Directors in their meeting held on 6[th] April 2026 has proposed a dividend on ordinary shares at Rs. 2.00 per ordinary share and Nil bonus shares issue.

DIVIDEND REMITTANCE

Ordinary dividend declared and approved at the Annual General Meeting will be paid within the statutory time limit of 15 days.

(i) For shares held in physical form: to shareholders whose names appear in the Register of Members of the Company after entertaining all requests for transfer of shares lodged with the book closure date Company on or before the book closure date.

(ii) For shares held in electronic form: to shareholders whose names appear in the statement of beneficial ownership furnished by CDC as at end of business on book closure date.

WITHHOLDING OF TAX & ZAKAT ON ORDINARY DIVIDEND

As per the provisions of the Income Tax Ordinance, 2001, income tax is deductible at source by the Company at the rate of 15% in case of filer and 30% in case on nonfiler wherever applicable. Zakat is also deductible at source form the ordinary dividend at the rate of 2.5% of the face value of the share, other than corporate holders or individuals who have provided an undertaking for nondeduction.

DIVIDEND WARRANTS

Cash dividends are paid through dividend warrants addressed to the ordinary shareholders whose names appear in the Register of Shareholders at the date of book closure.

GENERAL MEETINGS & VOTING RIGHTS

Pursuant to section 158 of repealed Companies Ordinance 1984 (now, section 132 of Companies Act, 2017) Systems Limited holds a General Meeting of shareholders at least once a year. Every shareholder has a right to attend the General Meeting. The notice of such meeting is sent to all the shareholders at least 21 days before the meeting and also advertised in at least one English and one Urdu newspaper having circulation in Karachi, Lahore and Islamabad. Shareholders having holding of at least 10% of voting rights may also apply to the Board of Directors to call for meeting of shareholders, and if the Board does not take action on such application within 21 days, the shareholders may themselves call the meeting. All ordinary shares issued by the Company carry equal voting rights. Generally, matters at the general meetings are decided by a show of hands in the first instance. Voting by show of hands operates on the principle of “One Member-One Vote”. If majority of shareholders raise their hands in favor of a particular resolution, it is taken as passed, unless a poll is demanded. Since the fundamental voting principle in the Company is “One Share-One Vote”, voting takes place by a poll, if demanded. On a poll being taken, the decision arrived by poll is final, overruling any decision taken on a show of hands.

INVESTOR’S GRIEVANCES

To date none of the investors or shareholders has filed any significant complaint against any service provided by the Company to its shareholders.

BOOK CLOSURE DATES

Share Transfer Books of the Company will remain closed from 4[th] May 2026 to 11[th] May 2026 (both days inclusive).

ANNUAL REPORT 2025 123

Proxies

Pursuant to section 161 of repealed Companies Ordinance, 1984 (now, section 137 of Companies Act, 2017) and according to the Memorandum and Articles of the Company, every shareholder of the Company who is entitled to attend and vote at a general meeting of the Company can appoint another member as his/her proxy to attend and vote instead of him/her. Every notice calling a general meeting of the Company contains a statement that a shareholder is entitled to appoint a proxy.

The instrument appointing a proxy (duly signed by the shareholder appointing the proxy) should be deposited at the office of the Company not less than forty-eight hours before the meeting.

Service standards

Systems Limited has always endeavored to provide investors with prompt services. Listed below are various investor services and the maximum time limits set for their execution:

	Transfer of shares Transmission of shares Issue of duplicate share certifcates Change of address For request recevied over the counter For request recevied through post 30 days after receipt 30 days after receipt 30 days after receipt 2 days after receipt 30 days after receipt 30 days after receipt 30 days after receipt 1 day after receipt

Well qualified personnel of the Shares Registrar have been entrusted with the responsibility of ensuring that services are rendered within the set time limits.

Web presence

Updated information regarding the Company can be accessed at its website, www.systemsltd.com. The website contains the latest financial results of the Company together with the Company’s profile.

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Fundamental knowledge and understanding of financial market are crucial for the general public and lack of financial literacy or capability makes them vulnerable to frauds. SECP recognizes the importance of investors education and therefore initiated this investor education program, called ‘JamaPunji’, an investor training program, to promote financial literacy in Pakistan.

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ANNUAL REPORT 2025 124

Code of Conduct Governance Structure

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General Meeting
of shareholders
Board of Directors (Majority
Independent Directors)
Chief Executive Human Resource & Sustainability Audit All Independent
Officer Compensation Committee Committee Committee Directors
Management
CFO COO CHRO Regional Head Internal Audit Department External Audit
Development & Execution of Managing Conflict of interest
policies & procedures
Supplier management
Ensuring communication
across all stakeholders Risk management
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Internal Framework Policies & procedures, Board and its committee charters, CEO instructions, Code of Conduct, values etc.

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External Framework
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Legislators, regulations, best practices, business partner agreements, stock exchange, code of corporate governance, SECP etc

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ANNUAL REPORT 2025
125
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Annual evaluation of the board & committees

Board self-evaluation mechanisms facilitate the Board of Directors in evaluating and assessing its performance and ability to provide strategic leadership and oversight to the senior management of the Company. Accordingly, questionnaires have been developed based on relevant criteria such as effectiveness, accountability, planning, leadership and strategy formulation by the Board and also its committees. Directors are asked to fill out these self-evaluation questionnaire which focuses on their participation and satisfaction with the different proceedings of the Board and their individual role as a member.

Equal treatment of shareholders

Systems Limited provides every shareholder the right to attend or authorize to attend the AGM of the company.

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Objective
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Management response
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Objective	Management response
	Each shareholder or his/her authorized representative are authorized
Shares and voting rights	to attend AGMs and vote independently. Proxy forms are available on
	company’s website as well as distributed with notice of AGM.
Notices of AGM	All notices of AGM are published in Urdu & English in newspaper and simultaneously uploaded on company’s website 21 days prior to the AGM.
	The company is committed to creating value for minority shareholders
Commitment to minority shareholders	and acting in their best interests through consistent dividend payments,
	transparent reporting and strong corporate governance.
Investor relations	The company has maintained a dedicated investor relations email as per applicable laws and regulations and all investor matters are directly &
	promptly addressed via this email.

BOD’s responsibilities

In 2025, Systems Limited BOD has actively complied with all the applicable laws and regulations to ensure value addition of the shareholders. Some key responsibilities of the Board are as follow:

• Monitoring the effectiveness of the company’s governance practices and overall corporate strategy for the company is prepared, adopted and reviewed as and when deemed appropriate by the Board

• Monitoring the effectiveness of the company’s governance practices and overall corporate strategy for the company is prepared, adopted and reviewed as and when deemed appropriate by the Board; adequate systems and controls are in place for identification and redressal of grievances arising from unethical practices;

• a system of sound internal control is established, which is effectively implemented and maintained at all levels within the company; and

• a formal and effective mechanism is put in place for an annual evaluation of the Board’s own performance, members of the Board and of its committees.

• Ensuring that significant policies along with their dates of approval or updating is maintained by the company.

Audit committee responsibilities

In 2025, Systems Limited Audit Committee has actively supported the Board in all material aspects and has fulfilled its responsibilities as per the applicable laws and regulations. Some key responsibilities of the Audit Committee are as follows:

• Review of internal controls of the company to safeguard the company’s assets;

• Review of annual and interim financial statements of the company, prior to their approval by the Board

• facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary)

• Review of management letter issued by external auditors and management’s response thereto;

• ensuring coordination between the internal and external auditors of the company;

• review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the company;

• consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;

ANNUAL REPORT 2025 126

• Monitoring compliance with these Regulations and identification of significant violations thereof;

• Recommend to the Board the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the company by the external auditors in addition to audit of its financial statements, measures for redressal and rectification of non-compliances with the Regulations.

Human resource & compensation committee

• In 2025, Systems Limited Human Resource and Compensation Committee has actively supported the Board in carrying out its duties and responsibilities regarding the compensation of management and ensuring appropriate policies are in place. Some key responsibilities are as below:

• Recommendation to the Board for consideration and approval a policy framework for determining remuneration of directors (both executive and non-executive directors and members of senior management).

• recommending human resource management policies to the Board;

• recommending to the Board the selection, evaluation, development, compensation (including retirement benefits) of senior management

• Consideration and approval on recommendations of chief executive officer on such matters for key management positions who report directly to chief executive officer or chief operating officer.

Sustainability committee

• Oversee identification and management of sustainability-related risks and opportunities that may impact the Company’s prospects and long-term value.

• Ensure sustainability considerations are integrated into corporate strategy, business planning, and major strategic decisions.

• Review sustainability targets and KPIs, and support integration of sustainability metrics into executive accountability and remuneration.

• Oversee sustainability governance and ensure accurate, compliant sustainability disclosures in line with applicable standards and regulations.

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ANNUAL REPORT 2025 127

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Independent Auditor’s Review Report To The Members Of Systems Limited

Review report on the statement of compliance contained in listed companies (code of corporate governance) regulations, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Systems Limited for the year ended December 31, 2025 in accordance with the requirements of regulation 36 of the Regulations.

The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility is to review whether the Statement of Compliance reflects the status of the Company’s compliance with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is limited primarily to inquiries of the Company’s personnel and review of various documents prepared by the Company to comply with the Regulations.

As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors’ statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company’s corporate governance procedures and risks.

The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee.

Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company’s compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Company for the year ended December 31, 2025.

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A. F. Ferguson & Co. Chartered Accountants Lahore Date: April 20, 2026 UDIN: CR202510128r96DReK74

A. F. FERGUSON & CO., Chartered Accountants, a member firm of the PwC network, 308-Upper Mall, Shahrah-e-Quaid-e-Azam, P.O. Box 39, Lahore-54000, Pakistan Tel: +92 (42) 35199343-50/Fax: +92 (42) 35199351

www.pwc.com/pk

KARACHI LAHORE ISLAMABAD

128

ANNUAL REPORT 2025

Statement of compliance with listed companies (code of corporate governance) regulations, 2019

Name of company: M/S Systems Limited Year ending : December 31, 2025

The company has complied with the requirements of the Regulations in the following manner:

1. The total number of directors are seven (7) as per the following: a. Male: five (5) b. Female: two (2)

2. The composition of the Board is as follows:

i. Independent Directors: Mr. Zubyr Soomro Mr. Omar Saeed ii. Female Independent Directors: Ms. Maheen Rehman Ms. Romana Abdullah iii. Non-executive Director: Mr. Aezaz Hussain (Chairman) Mr. Muhammad Arshad Masood iv. Executive Director: Mr. Asif Peer

1. The directors have confirmed that none of them is serving as a director on more than seven (7) listed companies, including this company;

2. The Company has prepared a code of conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures;

3. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the company;

4. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board/shareholders as empowered by the relevant provisions of the Act and the these Regulations;

5. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of Board except for as mentioned in clause 19, serial no. 7

6. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;

7. Seven Directors have either acquired the Directors’ Training Program “DTP” Certificates or are exempt from the requirements of DTP as per the Listed Companies (Code of Corporate Governance) Regulations, 2019;

8. The Board has approved appointment of chief financial officer, company secretary and head of internal audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations;

9. Chief financial officer and chief executive officer duly endorsed the financial statements before approval of the Board;

10. The Board has formed committees comprising of members given below:

11. a. Audit Committee:

i) Mr. Zubyr Soomro Chairman (Independent Director) ii) Ms. Maheen Rehman Member (Independent Director) iii) Ms. Romana Abdullah Member (Independent Director)

• b. Sustainability Committee:

i) Ms. Romana Abdullah Chairperson (Independent Director)

• c. Human Resource & Compensation Committee:

i) Mr. Omar Saeed Chairman (Independent Director) ii) Mr. Arshad Masood Member (Non-Executive Director) iii) Ms. Maheen Rehman Member (Independent Director)

1. The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance;

ANNUAL REPORT 2025 129

1. The frequency of meetings (quarterly/half yearly/yearly) of the committee were as per following:

a. Audit Committee: b. Human Resource & Compensation Committee:

Quarterly Meetings Yearly Meeting

1. The Board has set up an effective internal audit function who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the company;

2. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the chief executive officer, chief financial officer, head of internal audit, company secretary or director of the company;

3. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, these Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard;

5. We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with; and

6. Explanation for non-compliance with requirements, other than regulations 3, 6, 7, 8, 27, 32, 33 and 36 are below:

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Sr No
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Requirement
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Explanation for Non-Compliance
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Reg. No.
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1	Nomination Committee:	Currently, the board has not constituted a separate	29(1)
	The Board may constitute a separate committee, designated as the nomination committee, of such number and class of directors, as it may deem appropriate in its circumstances.	Nomination Committee and the functions are being performed by the Human Resource & Compensation Committee.
2	Risk Management:	Currently, the board has not constituted a separate	30(1)
	The Board may constitute the risk management committee, of such number and class of directors, as it may deem appropriate in its circumstances, to carry out a review of effectiveness of risk	Risk Management Committee and the Company’s Audit Committee performs the requisite functions and apprises the board accordingly.
	management procedures and present a report to the Board.
3	Executives training under DTP:	During the current year, neither any female executive	19(3)
	Companies are encouraged to arrange training for at least one female executive and at least one head of department every year under the Directors’ Training Program.	nor any head of department have completed training under Directors’ Training Program. However, their trainings are planned in the ensuing year.
4	Quorum of AGM:	The CEO and only two directors attended the meeting.	10(6)
	It is mandatory for the CEO and the directors of the company representing 1/3 of the board size or four whichever is greater to	The remaining directors were unable to attend due to unavoidable professional commitments.
	attend its general meeting( s) ( ordinary or extraordinary) unless
	there are compelling reasons for not attending the meeting.
5	Attendance of Company Secretary:	The Company Secretary’s non-attendance for the 226th -	13
	The Company Secretary or in their absence, the nominee appointed by the Board, shall attend all meetings of	230th Meetings of the Board were unavoidable due to prior personal and/or travel commitments.
	the Board.
6	Signifcant Policies The signifcant policies may include but not limited to the anti- harassment policy to safeguard the rights and well-being of employees, incorporating the mechanism as prescribed under the Protection Against Harassment of Women at the Workplace Act 2010 and the respective provincial laws on the protection against harassment of women at workplace for the time being	The company’s Code of Conduct covers elements of workplace harassment. Nevertheless, the requirements introduced by the SECP through its notifcation dated June 12, 2024, are being incorporated into a separate antiharassment policy, including the formation of an independent inquiry committee and the designation of a competent authority in this regard.	10(4), (XVI)
	in force.
7	Minutes of meeting:	The requirements of Section 178 of the Companies Act,	12
	The minutes of the meeting of the Board are circulated in accordance with the requirements of the Company Act 2017.	2017, with respect to the circulation of minutes of the Board of Directors meetings within 14 days were not complied with. However, the minutes were formally
		presented to the Board at the subsequent meetings, where they were reviewed, confrmed, and duly signed. This confrmation process serves as documented evidence of the Board’s approval and validates the
		accuracy and integrity of the records maintained.

ANNUAL REPORT 2025 130

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Sr No
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Requirement
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8 Disclosure of significant policies on website: The company may post key elements of its significant policies, brief synopsis of reference of the Board Committees on its website and key elements of the directors’ remuneration policy.

9 Environment Social and Governance Matters (ESG):

In order to effectively discharge its sustainability related duties, the board may establish a dedicated sustainability committee having at least one female director, or assign additional responsibilities to an existing board committee. The committee shall monitor and review sustainability related risks and opportunities of the company, ensure DE&I practices are in effect at various board committees, oversee compliance of relevant laws pertaining to relevant sustainability related considerations and its appropriate disclosures. The committee shall submit to the board a report, at least once a year, on embedding sustainability principles into the organization’s strategy and operations to increase corporate value

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Explanation for Non-Compliance
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Reg. No.
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The requirement to disclose significant policies on 35 the website is non-mandatory in regulation No. 35(1). The Company has not placed these policies on the company’s website. However, certain significant policies are published in annual report which is available on Company’s website. All required policies will be published on website of the Company in due course.

During the period the company has appointed Ms. 10A(5) Romana Abdullah as the head of sustainability committee.The committee shall monitor and review sustainability related risks and opportunities of the company. No meeting of the committee was held during the year; however, the entity has initiated the process of preparing a report related to sustainability and ESG disclosures which will be submitted before the Board of Directors at the time of approval of financial statements of 2025 and will be published along with the Annual Report.

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MR. AEZAZ HUSSAIN Chairman

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ANNUAL REPORT 2025 131

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ANNUAL REPORT 2025 132

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Independent Auditor’s Report To The Members Of Systems Limited

Report on the Audit of the Unconsolidated Financial Statements

Opinion

We have audited the annexed unconsolidated financial statements of Systems Limited (the Company), which comprise the unconsolidated statement of financial position as at December 31, 2025, and the unconsolidated statement of profit or loss, the unconsolidated statement of comprehensive income, the unconsolidated statement of changes in equity, the unconsolidated statement of cash flows for the year then ended, and notes to the unconsolidated financial statements, including material accounting policy information and other explanatory information, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of the audit.

In our opinion and to the best of our information and according to the explanations given to us, the unconsolidated statement of financial position, unconsolidated statement of profit or loss, the unconsolidated statement of comprehensive income, the unconsolidated statement of changes in equity and the unconsolidated statement of cash flows together with the notes forming part thereof conform with the accounting and reporting standards as applicable in Pakistan and give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so required and respectively give a true and fair view of the state of the Company’s affairs as at December 31, 2025 and of the profit and other comprehensive income, the changes in equity and its cash flows for the year then ended.

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 unconsolidated 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 the 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.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the unconsolidated financial statements of the current period. These matters were addressed in the context of our audit of the unconsolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

A. F. FERGUSON & CO., Chartered Accountants, a member firm of the PwC network, 308-Upper Mall, Shahrah-e-Quaid-e-Azam, P.O. Box 39, Lahore-54000, Pakistan Tel: +92 (42) 35199343-50/Fax: +92 (42) 35199351

www.pwc.com/pk

KARACHI LAHORE ISLAMABAD

133

ANNUAL REPORT 2025

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Following is the Key audit matter:

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S.No.
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Key Audit Matter
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1. Revenue recognition

The Company’s revenue is derived from multiple revenue streams, as referred to in Note 27 to the accompanying unconsolidated financial statements, including business processes outsourcing, IT services, software and hardware trading and software implementation. Each stream has its own revenue recognition policies based on the nature of revenue and underlying contractual arrangements as referred to in Note 4.8.

We consider revenue recognition as a key audit matter due to revenue being one of the key performance indicators of the Company with multiple revenue streams, inherent risk of material misstatement and significant increase in revenue from last year.

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How the matter was addressed in our audit
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Our audit procedures in relation to the matter, amongst others, included the following:

• Understood and evaluated the accounting policies with respect to revenue recognition;

• Understood and evaluated management controls over revenue recognition;

• Assessed the contracts on sample basis to identify distinct performance obligations;

• Performed testing of sample of revenue transactions with underlying documentation including sales invoices and where relevant, underlying time costs, licensing agreements and other supporting documents;

• Tested on a sample basis, specific revenue transactions recorded before and after the reporting date with underlying documentation to assess whether revenue has been recognized in the correct period;

• Agreed the revenue to related receipts on sample basis as evidence of collectability; and

• Assessed the adequacy of disclosures made in the unconsolidated financial statements related to revenue.

Information Other than the Unconsolidated and Consolidated Financial Statements and Auditor’s Reports Thereon

Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the unconsolidated and consolidated financial statements and our auditor’s reports thereon. Our opinion on the unconsolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the unconsolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the unconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the unconsolidated Financial Statements

Management is responsible for the preparation and fair presentation of the unconsolidated financial statements in accordance with the accounting and reporting standards as applicable in Pakistan and the requirements of Companies Act, 2017 (XIX of 2017) and for such internal control as management determines is necessary to enable the preparation of unconsolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the unconsolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related 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. Board of directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the unconsolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the unconsolidated 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 unconsolidated 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:

ANNUAL REPORT 2025 134

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• Identify and assess the risks of material misstatement of the unconsolidated 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 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 unconsolidated 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.

• Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including the disclosures, and whether the unconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the board of directors 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 with 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 thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the unconsolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Based on our audit, we further report that in our opinion:

• a. proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of 2017);

• b. the unconsolidated statement of financial position, the unconsolidated statement of profit or loss, the unconsolidated statement of comprehensive income, the unconsolidated statement of changes in equity and the unconsolidated statement of cash flows together with the notes thereon have been drawn up in conformity with the Companies Act, 2017 (XIX of 2017) and are in agreement with the books of account and returns;

• c. investments made, expenditure incurred and guarantees extended during the year were for the purpose of the Company’s business; and

• d. zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.

The engagement partner on the audit resulting in this independent auditor’s report is Asad Aleem Mirza.

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A. F. Ferguson & Co. Chartered Accountants Lahore Date: April 20, 2026 UDIN: AR202510128k7F4QZLzr

ANNUAL REPORT 2025 135

Unconsolidated Statement of Financial Position As at December 31, 2025

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 22 23 24 25 21 22 26 Non-current assets Property and equipment Intangibles Long term investments Right-of-use assets Long term loans Deferred employee benefts Long term deposits Current assets Contract assets Trade debts Loans, advances and other receivables Current portion of deferred employee benefts Trade deposits and short term prepayments Income tax refunds due from the government Derivative fnancial instruments Short term investments Cash and bank balances TOTAL ASSETS EQUITY AND LIABILITIES Share capital and reserves Authorized share capital 2,000,000,000 (December 31, 2024: 2,000,000,000) ordinary shares of Rs 2 each (December 31, 2024: Rs 2 each) Issued, subscribed and paid-up share capital Capital reserves Revenue reserve: Un-appropriated proft Non-current liabilities Lease liabilities Current liabilities Trade and other payables Unclaimed dividend Contract liabilities Short term borrowings Derivative fnancial instruments Current portion of long term advances Current portion of lease liabilities TOTAL EQUITY AND LIABILITIES CONTINGENCIES AND COMMITMENTS ASSETS Note

2025 Rupees 2024 Rupees 3,402,587,193 109,615,749 8,218,812,981 358,738,999 613,818,425 203,253,649 74,061,160 12,980,888,156 1,580,821,570 20,281,646,836 3,117,237,351 86,166,964 522,190,767 433,406,999 - 2,941,777,167 1,489,699,594 30,452,947,248 43,433,835,404 4,000,000,000 2,929,861,489 6,200,077,327 23,753,597,914 32,883,536,730 292,081,761 292,081,761 7,624,334,966 30,322,411 1,148,760,424 1,289,195,083 1,461,010 5,171,459 158,971,560 10,258,216,913 43,433,835,404 3,423,004,419 275,967,126 11,754,701,731 382,197,497 565,933,316 156,902,648 85,290,200 16,643,996,937 2,568,422,732 21,581,220,402 2,466,088,692 89,612,845 400,680,235 663,651,987 10,986,607 4,820,149,989 2,795,747,449 35,396,560,938 52,040,557,875 4,000,000,000 2,946,808,869 7,144,723,191 30,013,914,860 40,105,446,920 285,832,136 285,832,136 7,998,372,352 37,698,807 1,015,561,965 2,415,460,379 - 2,026,211 180,159,105 11,649,278,819 52,040,557,875

The annexed notes 1 to 45 form an integral part of these unconsolidated financial statements.

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(CHAIRMAN)

(CHIEF EXECUTIVE OFFICER)

(CHIEF FINANCIAL OFFICER)

136

ANNUAL REPORT 2025

Unconsolidated Statement of Profit or Loss For the Year Ended December 31, 2025

27 28 29 30 31 32 33 34 35.1 35.2 39 39.1 Revenue from contracts with customers - net Cost of revenue Gross proft Selling and distribution expenses Administrative expenses Research and development expenditure Impairment losses on fnancial assets Operating proft Other income Finance costs Proft before taxation and levy Levy Proft before taxation Taxation Proft for the year Earnings per share -Basic -Diluted Note

44,230,607,495 (32,390,603,463) 11,840,004,032 (1,003,190,476) (2,734,730,817) (79,605,720) (371,698,020) (4,189,225,033) 7,650,778,999 1,024,420,307 (131,939,347) 8,543,259,959 (410,733,911) 8,132,526,048 (113,512,203) 8,019,013,845 5.46 5.41 38,526,983,552 (28,843,675,290) 9,683,308,262 (748,429,704) (2,511,514,952) (97,792,250) (605,195,928) (3,962,932,834) 5,720,375,428 916,478,125 (235,179,969) 6,401,673,584 (187,366,105) 6,214,307,479 (99,010,303) 6,115,297,176 (Restated) 4.19 4.16 2025 Rupees 2024 Rupees

The annexed notes 1 to 45 form an integral part of these unconsolidated financial statements.

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(CHIEF EXECUTIVE OFFICER)

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(CHIEF FINANCIAL OFFICER)

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ANNUAL REPORT 2025 137

Unconsolidated Statement of Comprehensive Income For the Year Ended December 31, 2025

For the Year Ended December 31, 2025
	2025		2024
	Rupees		Rupees
Proft for the year	8,019,013,845		6,115,297,176
Other comprehensive income:
Items that may be reclassifed subsequently to proft or loss Items that will not be reclassifed subsequently to proft or loss	- -		- -
	-		-
Total comprehensive income for the year	8,019,013,845		6,115,297,176

The annexed notes 1 to 45 form an integral part of these unconsolidated financial statements.

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ANNUAL REPORT 2025 138

Unconsolidated Statement of Changes in Equity For the year Ended December 31, 2025

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Issued,
subscribed
and paid-up
share
capital
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Capital reserves
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Share
premium
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Employee
compensation
reserve
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Revenue
reserve
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Un-appropriated
profit
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Total equity
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Balance as at January 01, 2024 Proft for the year Other comprehensive income Transactions with owners Exercise of share options Share based payments for the year Final dividend for the year ended December 31, 2023 at the rate of Rs 6 per share (pre split) Balance as at December 31, 2024	2,914,213,989 - - 15,647,500 - - 15,647,500 2,929,861,489 4,904,476,367 - - 529,499,914 - - 529,499,914 5,433,976,281 507,516,180 - - (188,017,344) 446,602,210 - 258,584,866 766,101,046 19,387,321,138 6,115,297,176 - - - (1,749,020,400) (1,749,020,400) 23,753,597,914 27,713,527,674 6,115,297,176 - 357,130,070 446,602,210 (1,749,020,400) (945,288,120) 32,883,536,730 Rupees
Proft for the year Other comprehensive income Transactions with owners Exercise of share options Share based payments for the year Final dividend for the year ended December 31, 2024 at the rate of Rs 6 per share (pre split)	- - 16,947,380 - - 16,947,380 - - 864,672,784 - - 864,672,784 - - (303,815,014) 383,788,094 - 79,973,080 8,019,013,845 - - - (1,758,696,899) (1,758,696,899) 8,019,013,845 - 577,805,150 383,788,094 (1,758,696,899) (797,103,655)
Balance as at December 31, 2025	2,946,808,869 6,298,649,065 846,074,126 30,013,914,860 40,105,446,920

The annexed notes 1 to 45 form an integral part of these unconsolidated financial statements.

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(CHIEF FINANCIAL OFFICER)

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ANNUAL REPORT 2025 139

Unconsolidated Statement of Cash Flows For the Year Ended December 31, 2025

For the Year Ended December 31 2025
,
	Note	2025		2024
OPERATING ACTIVITIES		Rupees		Rupees
Proft before taxation Adjustments to reconcile proft before tax to net cash fows: Levy	35.1	8,132,526,048 410,733,911		6,214,307,479 187,366,105
Depreciation on property and equipment	6.1.3	675,486,972		748,284,738
Depreciation on right-of-use assets	9.2	153,241,052		151,354,255
Amortization of intangibles	7.4	17,839,176		3,361,678
Amortization of deferred employee benefts Gain on derivative fnancial instruments Provision for onerous contract	11	85,686,556 (10,986,607) 27,000,985		84,029,657 (19,484,138) 3,913,148
Share based payment expense		278,108,105		340,739,969
Impairment losses on fnancial assets • contract assets - unsecured	32	227,057,806		17,672,786
• trade debts - unsecured	32	(7,703,682)		200,329,857
• Loans, advances and other receivables	32	150,343,896		382,773,285
• Security deposits	32	2,000,000		2,200,000
Finance costs	34	131,939,347		235,179,969
Gain on investments classifed as fair value through proft or loss Exchange (gain) / loss	33.1 33	(191,068,602) (301,877,669)		(158,827,842) 220,091,599
Other Income
• Proft on deposit accounts • Proft on term deposit receipts and sukuks • Dividend income on mutual funds	33 33 33.1	(69,065,394) (7,087,562) (7,082,909)		(73,167,567) (43,689,537) (61,959,308)
• Interest on loan to related parties	33	(383,655,352)		(759,731,402)
• Gain on disposal of property and equipment	6	(30,481,573)		(11,958,618)
• Effect of discounting of long term loans	33	(116,672,038)		(122,019,708)
• Effect of discounting of long term security deposits	33	(3,946,806)		(3,556,850)
		(617,991,634)		(1,076,082,990)
		1,029,809,612		1,322,902,076
Working capital changes
Long term deposits		(7,282,234)		1,288,017
Loans to employees - net		80,805,182		(133,216,515)
Contract assets		(1,214,658,968)		243,255,739
Trade debts		(917,730,951)		(4,513,689,358)
Advances and other receivables		869,517,049		(663,517,492)
Trade deposits and short term prepayments		66,836,052		(165,614,100)
Trade and other payables		176,416,887		1,876,007,232
Contract liabilities		(133,198,459)		1,072,651,565
		(1,079,295,442)		(2,282,834,912)
Cash generated from operations		8,083,040,218		5,254,374,643
Finance costs paid		(81,075,218)		(259,502,223)
Taxes and levy paid		(657,919,131)		(471,522,035)
Long term advances		(3,145,248)		(7,504,849)
Settlement of derivative fnancial instruments Net cash generated from operating activities		(1,461,010) 7,339,439,611		20,945,148 4,536,790,684
INVESTING ACTIVITIES
Purchase of property and equipment		(738,594,447)		(680,015,394)
Expenditure on internally generated intangibles		(197,580,960)		(104,949,930)
Sale proceeds from disposal of property and equipment	6.1.4	71,108,683		46,938,674
Short term investments - net		(1,702,838,511)		(1,461,570,905)
(Increase) / decrease in long term investment		(3,430,208,761)		3,176
Proft received on deposit accounts Proft received on short term investments Interest received on loan to subsidiaries and associated undertakings		69,065,394 7,087,562 71,447,141		73,186,930 46,766,951 118,002,339
Net cash used in investing activities		(5,850,513,899)		(1,961,638,159)

ANNUAL REPORT 2025 140

Unconsolidated Statement of Cash Flows For the Year Ended December 31, 2025

	Note		2025		2024
			Rupees		Rupees
FINANCING ACTIVITIES
Disbursements against short term borrowings			11,815,624,666		8,178,586,017
Repayment of short term borrowings		(10,694,211,809)			(9,017,786,770)
Proceeds from exercise of share options			577,805,150		357,130,070
Payments in respect of leases	22		(207,853,320)		(192,425,561)
Dividend paid			(1,751,320,503)		(1,737,357,396)
Net cash used in fnancing activities			(259,955,816)		(2,411,853,640)
Increase in cash and cash equivalents			1,228,969,896		163,298,885
Net foreign exchange difference			1,786,279		(15,572,764)
Cash and cash equivalents at the beginning of the year			1,589,699,594		1,441,973,473
Cash and cash equivalents at the end of year	18.2		2,820,455,769		1,589,699,594

Refer note 22 and 38 for reconciliation of liabilities arising from financing activities.

The annexed notes 1 to 45 form an integral part of these unconsolidated financial statements.

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(CHAIRMAN)

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(CHIEF FINANCIAL OFFICER)

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ANNUAL REPORT 2025ANNUAL REPORT 2025 141

Notes to and forming part of the unconsolidated financial statements for the year ended December 31, 2025

1. Corporate information

Systems Limited (“the Company”) is a public company limited by shares incorporated in Pakistan under the Companies Act, 2017 and is listed on the Pakistan Stock Exchange. The Company is principally engaged in the business of software development, trading of software, hardware and business process outsourcing services. The registered office of the Company is situated at E-1, Sehjpal Road, Near DHA Phase-VIII (Ex-Air Avenue), Lahore Cantt.

These financial statements are the separate unconsolidated financial statements which relates to consolidated financial statements of the company prepared in accordance with IFRS 10 “Consolidated Financial Statements”. In these separate unconsolidated financial statements, investments in the subsidiary companies namely, Systems Ventures (Private) Limited, TechVista Information Technology W.L.L Qatar , SUS-JV (Private) Limited, National Data Consultant (Private) Limited, Systems Holdings (Private) Limited and British American Tabacco SAA Services (Private) Limited and associated company namely E-Processing Systems B.V have been accounted for at cost less accumulated impairment losses, if any.

1.1 Geographical location and addresses of business units of the Company are as under:

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Business Units Location Address
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Business Units	Location	Address
Head Offce	Lahore	E-1, Sehjpal, Near DHA Phase-VIII (Ex-Air Avenue), Lahore Cantt
Regional Offce	Karachi	Sumaya Business Avenue, Plot No. 11-B, Muhammad Ali housing Society, Fatima Jinnah Road, Karachi.
BPO Offce	Karachi	Plot no.ST-2 & 3, Block-E, Sir Shah Muhammad Suleman Road, Gulshan-e- Iqbal, Block-14, Karachi
Regional Offce	Islamabad	Plot No. 21, 1st Floor Fazeelat Arcade, Sector G-11 Markaz, Islamabad
Regional Offce	Islamabad	Amazon Mall, 7th Floor, NH 5, Sector A DHA Phase II, Islamabad
Regional Offce	Islamabad	4th Floor, 5-A Constitution Avenue, F-5/1 F5, Islamabad
Regional Offce	Multan	Plot No. 842/23 near Northern Bypass Chowk, Bosan Road, Multan
Regional Offce	Faisalabad	First foor Sitara Technopark, Lower east canal road, near Jhal Khanwana, Peoples Colony No. 1, Faislabad
BPO Offce	Lahore	Commercial building Plaza No 1, Block -CCA, Phase 8C, DHA Lahore Cantt

2. Basis of Preparation

2.1 Statement of compliance

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

• IFRS Accounting Standards issued by the International Accounting Standard Board (IASB) as notified under the Companies Act, 2017 ; and

• Provisions of, directives and notifications issued under the Companies Act, 2017.

Where provisions of, directives and notifications issued under the Companies Act, 2017 differ from the IFRS Accounting Standards, the provisions of, directives and notifications issued under the Companies Act, 2017 have been followed.

2.2 Standards, interpretations and amendments to published approved accounting standards

The following amendments to existing standards have been published that are applicable to the Company’s unconsolidated financial statements covering annual periods, beginning on or after the following dates:

2.2.1 Standards, amendments and interpretations to existing standards that are effective in the current year

Certain standards, amendments and interpretations to International Financial Reporting Standards (‘IFRS’) are effective for accounting periods beginning on January 1, 2025, but are considered not to be relevant or to have any significant effect on the Company’s operations (although they may affect the accounting for future transactions and events) and are, therefore, not detailed in these unconsolidated financial statements.

ANNUAL REPORT 2025 142

2.2.2 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company

The following amendments and interpretations to existing standards have been published and are mandatory for the Company’s accounting periods beginning on or after January 01, 2026 or later periods, but the Company has not early adopted them:

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Standards or Interpretation Effective date
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Standards or Interpretation	Effective date
	Accounting periods beginning on or after:
Amendment to IFRS 9 and IFRS 7 - Classifcation and	January 01, 2026
Measurement of Financial Instruments
Annual Improvements to IFRS - Volume 11	January 01, 2026
IFRS 17, ‘Insurance Contracts	January 01, 2026
IFRS 18, ‘Presentation and Disclosure in Financial Statements	January 01, 2027
IFRS 19, ‘Subsidiaries without Public Accountability: Disclosures	January 01, 2027

• 2.2.3 The management anticipates that the adoption of above standards, interpretations and amendments in future periods will have no material impact on the unconsolidated financial statements other than in presentation / disclosures except for:

a Amendment to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments

The amendment clarify the timing for recognizing and derecognizing certain financial assets and liabilities, introduce an exception for some financial liabilities settled via electronic cash transfers, provide additional guidance for assessing if a financial asset meets the Solely Payment of Principal and Interest (‘SPPI’) criterion, require new disclosures for instruments with cash flow changes linked to Environmental, Social and Governance (‘ESG’) targets, and update disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (‘FVOCI’).

The Company is in the process of assessing the impact of this amendment on the Company’s financial statements.

b

IFRS 18 – Presentation and Disclosure in Financial Statements

The new standard on presentation and disclosure in financial statements, IFRS 18, focuses on updates to the statement of profit or loss. It introduces key concepts such as the structure of the statement of profit or loss, required disclosures for certain profit or loss performance measures reported outside the financial statements (management–defined performance measures), and enhanced principles on aggregation and disaggregation applicable to the primary financial statements and notes.

The Company is in the process of assessing the impact of this amendment on the Company’s financial statements.

3 Basis of Measurement

These unconsolidated financial statements have been prepared under the historical cost convention except, as otherwise stated in these unconsolidated financial statements.

3.1

Functional and presentation currency

Items included in the unconsolidated financial statements are measured using the currency of the primary economic environment in which the Company operates. These unconsolidated financial statements are presented in Pak Rupees, which is the Company’s functional and presentation currency.

3.2

Use of estimates and judgments

The Company’s material accounting policies are stated in Note 4. The following is intended to provide an understanding of the policies the management considers critical because of their complexity, judgment of estimation involved in their application and their impact on these unconsolidated financial statements. Estimates and judgments are continually evaluated and are based on historical experience, including expectation of future events that are believed to be reasonable under the circumstances. These judgments involve assumptions or estimates in respect of future events and the actual results may differ from these estimates. The areas involving higher degree of judgments or complexity or areas where assumptions and estimates are material to the unconsolidated financial statements are as follows:

ANNUAL REPORT 2025 143

3.2.1 Levy and Provision for taxation (Notes 4.1 and 35)

The Company takes into account the current income tax law and the decisions taken by appellate authorities. Instances where the Company’s view differs from the view taken by the income tax department at the assessment stage and where the Company considers that its views on items of material nature are in accordance with law, the amounts are shown as contingent liabilities.

3.2.2 Useful lives and residual values of property and equipment and intangibles (Notes 4.2, 4.15, 6 and 7)

The Company reviews the useful lives and residual values of property and equipment and intangibles at each reporting date. Any change in estimates in future years might affect the carrying amounts of respective items of property and equipment and intangible with a corresponding effect on the depreciation / amortization charge and impairment.

3.2.3 Expected credit losses (Notes 4.5.1, 40.3.1 and 32)

The Company uses a provision matrix to calculate Expected Credit Losses (ECLs) for trade debts and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, and customer type).

The provision matrix is initially based on the Company’s historical observed default rates. The Company calibrates the matrix to adjust the historical credit loss experience with forward-looking information which includes forecast economic conditions. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed. For financial institutions with available credit ratings, provision is calculated on the basis of the available rating. For certain subsidiaries or sub-subsidiaries for which provision matrix may not be considered suitable based on management’s judgement, expected credit loss is recognized on the basis of their ability to pay.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may not be representative of customer’s actual default in the future.

3.2.4 Revenue recognition (Notes 4.8 and 27)

3.2.4.1 Identification of distinct performance obligations

For contracts with multiple components to be delivered, the Company applies judgement to determine performance obligations which are distinct; or not distinct, which are aggregated with other performance obligations until a bundle is identified that is distinct.

3.2.4.2 Estimating stand-alone selling prices of performance obligations

The Company determines stand-alone selling prices of all performance obligations in a bundled contract, which include sale of license, implementation, support, warranty and training.

3.2.4.3 Stage of completion

In cases where performance obligation is satisfied over time, the Company determines stage of completion on the basis of cost incurred to date as a percentage of total estimated cost to deliver the performance obligations.

3.2.5 Determining the lease term of contracts with renewal options (Notes 4.9 and 22)

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company has the option, under some of its leases to lease the assets for an additional term. The Company applies judgement in evaluating whether it is reasonably certain to exercise the option to renew i.e. it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).

3.2.6 Provisions and contingencies (Notes 4.10, 23 and 26)

A provision is recognized in the unconsolidated statement of financial position when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation. The amount recognized as a provision reflects the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

3.2.7 Share based payment (Notes 4.11.2 and 20)

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Company measures the fair value of equity-settled transactions with employees at the grant date using a Black Scholes Model. The assumptions used for estimating fair value for share-based payment transactions are disclosed in Note 20.2.5.

ANNUAL REPORT 2025 144

3.2.8 Impairment assessment of long term investments (Notes 4.3 and 8)

The carrying amounts of long term investments are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the investment’s recoverable amount is estimated. The recoverable amount of an investment is the greater of its value in use or its fair value less costs to sell. Where the fair value less costs of disposal cannot be determined, the recoverable amount is determined by estimating the asset’s value in use.

3.3

Revision of useful lives of plant and equipment

The Company reviews the useful lives and residual values of property and equipment at each reporting date. During the period, the Company has changed its useful life estimation from three to four years for computers and certain items in computer equipments and installations except servers whose useful life has changed from 3 to 5 years and 5 to 7 years for certain other equipments and installations. Furthermore, residual value of computers is also revised from 30% to 20%. The revisions are accounted for prospectively as a change in accounting estimate and as a result, the depreciation charge of the Company for the period decreased by Rs 100.57 million and carrying amounts of computers, computer equipments and installations and other equipments increased by Rs 50.72 million, Rs 35.68 million and Rs 14.17 million respectively. The Company falls under minimum tax regime and does not recorded deferred tax on deductible temporary differences as the Company expects that these deductible temporary differences may not be realized in future. Therefore, the resultant after tax impact on profit as a result of change in estimation is the same.

Assuming that the assets are held until the end of their estimated useful lives, depreciation in future years in relation to these assets will be increased by the following amounts:

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Year ending 31 December Rs (million)
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2026		11.82
2027		38.41
2028		67.64
2029	and onwards	20.81

4. Material accounting policy information

The material accounting policies set out below have been applied consistently to all periods presented in these unconsolidated financial statements.

4.1 Taxation - levy and income tax

4.1.1

Levy

The Institute of Chartered Accountants of Pakistan (ICAP) had withdrawn Technical Release 27 IAS 12, Income Taxes (Revised 2012) and issued the IAS 12, Application Guidance on Accounting for Minimum Taxes and Final Taxes (the Guidance). Accordingly, in accordance with the Guidance, the Company designates the amount calculated on gross amount of revenue or other basis (such as receipts or other values etc. as provided in law) as a levy within the scope of IFRIC 21/IAS 37. Any excess over the amount designated as a levy is then recognised as current income tax expense falling under the scope of IAS 12.

4.1.2

Current taxation

Provision for current tax is based on the taxable income for the year determined in accordance with the prevailing law for taxation of income. The charge for current tax is calculated based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. The charge for current tax also includes adjustments, where considered necessary, to provision for taxation made in previous years arising from assessments framed or changes in laws made during the year for such years.

4.1.3

Deferred taxation

Deferred tax is accounted for using the statement of financial position method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized.

Deferred tax is calculated at the rates that are expected to apply to the year when the differences reverse based on tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited in the unconsolidated statement of profit or loss and the unconsolidated statement of other comprehensive income, except in the case of items credited or charged to equity in which case it is included in equity.

The carrying amount of deferred tax assets is reviewed at unconsolidated statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of deferred tax asset to be utilized.

ANNUAL REPORT 2025 145

4.2 Property and equipment

4.2.1 Operating fixed assets

Property and equipment are stated at cost less accumulated depreciation and any recognised impairment loss except for freehold land which is stated at cost less any recognized impairment loss. Cost of operating fixed assets consist of purchase cost, borrowing cost pertaining to construction period and other directly attributable cost of bringing the asset to working condition. Subsequent costs are included in the assets carrying amount or recognized as separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to unconsolidated statement of profit or loss during the period in which they are incurred.

Depreciation on operating fixed assets is charged to unconsolidated statement of profit or loss by applying the straight line method on pro rata basis so as to write off the depreciable amount of the assets over their estimated useful lives at the rates given in Note 6.1. Depreciation on additions is charged from the date of acquisition / transfer of asset, whereas depreciation on disposals is charged till the date of disposal.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Profit or loss on disposal of operating fixed assets represented by the difference between the sale proceeds and the carrying amount of the asset is included in the unconsolidated statement of profit or loss.

4.2.2 Capital work-in-progress

Capital work in progress represents expenditure on property and equipment which are in the course of construction and installation. Transfers are made to relevant property and equipment category as and when assets are available for use.

Capital work-in-progress is stated at cost less any identified impairment loss.

4.3 Investments

The management determines the classification of its investments at the time of purchase depending on the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Investments intended to be held for less than twelve months from the unconsolidated statement of financial position date or to be sold to raise operating capital are included in current assets as explained in note 4.7. All other investments are classified as non-current assets.

4.3.1 Investments in equity instruments of subsidiaries and associates

Investments in subsidiaries and associates where the Company has significant influence are measured at cost in the Company’s separate financial statements in accordance with IAS-27 ‘Separate financial statements’. Cost in relation to investments made in foreign currency is determined by translating the consideration paid in foreign currency into Pak Rupees at exchange rate prevailing on the date of transaction. At subsequent reporting dates, the Company reviews the carrying amount of the investment and its recoverability to determine whether there is an indication that such investment has suffered an impairment loss. If any such indication exists, the carrying amount of the investment is adjusted to the extent of impairment loss. Impairment losses are recognized as an expense in the unconsolidated statement of profit or loss.

Acquisitions in or disposals of investments under common control as part of reorganization of the group are accounted for under predecessor value method.

4.4

Cash and cash equivalents

Cash and cash equivalents are stated in the unconsolidated statement of financial position at amortized cost. For the purpose of the unconsolidated statement of cash flows, cash and cash equivalents comprise of cash in hand, cheques / demand draft in hand, deposits in the bank, other short term and highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk changes in value.

4.5 Trade debts

Trade debtor may directly be recognised upon satisfaction of performance obligation or may indirectly be recognised through contract assets as referred in note 4.8.4. Trade debts from customers are stated at amortized cost less expected credit losses.

4.5.1 Expected credit losses

Expected credit losses are calculated as a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between cash flows due to the Company in accordance with the contract and cash flows that the Company expects to receive). (Refer to note 4.7.4 for detailed policy for impairment of financial assets).

4.6 Trade and other payables

Liabilities for trade and other payables are recognized initially at their fair value less transaction costs and subsequently measured at amortized cost.

ANNUAL REPORT 2025 146

4.7 Financial instruments - Initial recognition and subsequent measurement

4.7.1

Initial recognition

Regular way purchase and sale of financial assets and financial liabilities is accounted for at the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (‘FVPL’), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial liabilities at amortized cost are initially measured at fair value less transaction costs. Financial liabilities at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss.

4.7.2

4.7.2.1

Classification

Classification of financial assets

The Company classifies its financial instruments in the following categories:

• at fair value through profit or loss (“FVTPL”),

• • at fair value through other comprehensive Income (“FVTOCI”), or

• at amortized cost.

The Company determines the classification of financial assets at initial recognition. The classification of instruments (other than equity instruments) is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets that meet the following conditions are subsequently measured at amortized cost:

• the financial asset is 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 asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets that meet the following conditions are subsequently measured at FVTOCI:

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are subsequently measured at FVTPL.

4.7.2.2

Classification of financial liabilities

The Company classifies its financial liabilities in the following categories:

• at fair value through profit or loss (“FVTPL”), or

• at amortized cost.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

4.7.3 Subsequent measurement

i) Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains or losses arising from changes in fair value recognized in other comprehensive income.

ii) Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus transaction costs, and subsequently carried at amortized cost, and in the case of financial assets, less any impairment.

iii) Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the unconsolidated statement of profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the unconsolidated statement of profit or loss in the period in which they arise.

Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income/(loss). Currently, there are no financial liabilities designated at FVTPL.

ANNUAL REPORT 2025 147

4.7.4

Impairment of financial assets

The Company recognizes loss allowance for Expected Credit Loss (ECL) on financial assets measured at amortized cost at an amount equal to life time ECLs except for the following, which are measured at 12 month ECLs:

• bank balances for which credit risk (the risk of default occurring over the expected life of the financial instrument) has not increased since inception.

• other short term loans and receivables that have not demonstrated any increase in credit risk since inception.

Loss allowance for trade debts are always measured at an amount equal to life time ECLs. Life time ECLs are the ECLs that result from all possible defaults events over the expected life of a financial instrument. 12 month ECLs are portion of ECLs that result from default events that are possible within 12 months after the reporting date.

ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between cash flows due to the Company in accordance with the contract and cash flows that the Company expects to receive).

The Company considers that a financial asset is in default when contractual payments are 360 days past due except for trade debts from related parties for which default is evaluated on case to case basis. The definition is based on the Company’s internal credit risk management policy. Financial assets are written off when there is no reasonable expectation of recovery. The Company categorizes a financial asset for write off when a counter party fails to make contractual payments for more than 360 days past due except for trade debts from related parties for which write off is evaluated on case to case basis.

4.7.5

Derecognition

i) Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying value and the sum of the consideration received and receivable is recognized in unconsolidated statement of profit or loss. In addition, on derecognition of an investment in a debt instrument classified as FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to unconsolidated statement of profit or loss. In contrast, on derecognition of an investment in equity instrument which the Company has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to equity.

ii) Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the unconsolidated statement of profit or loss and other comprehensive income.

4.7.6

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount is reported in the unconsolidated statement of financial position if the Company has legally enforceable right to offset the recognized amounts and the Company intends to settle either on a net basis or realize the asset and settle the liability simultaneously.

4.8

Revenue recognition

Revenue recognized in any period is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. For contracts with multiple components to be delivered, management applies judgement to consider whether those promised goods or services are: (i) distinct – to be accounted for as separate performance obligations; (ii) not distinct – to be combined with other promised goods or services until a bundle is identified that is distinct; or (iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer.

At contract inception the total transaction price is estimated, which is allocated to the identified performance obligations in proportion to their relative standalone selling prices and revenue is recognized when (or as) those performance obligations are satisfied.

For each performance obligation, the Company determines if revenue will be recognized over time or at a point in time. Where the Company recognizes revenue over time this is due to any of the following reasons: (i) the Company performing and the customer simultaneously receiving and consuming the benefits provided over the life of the contract, (ii) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (iii) the Company’s performance creates an asset with no alternative use, and the Company has an enforceable right to payment for performance completed to date.

For each performance obligation to be recognized over time, the Company applies a revenue recognition method that faithfully depicts the Company’s performance in transferring control of the goods or services to the customer. The Company applies the relevant input method consistently to similar performance obligations as it faithfully depicts actual efforts made by the Company to satisfy performance obligations and to transfer services to end customer. Moreover, information required for input method can be measured reliably. If performance obligations in a contract do not meet the over time criteria, the Company recognizes revenue at a point in time when obligations under the terms of the contract with the customer are satisfied.

ANNUAL REPORT 2025 148

Changes in estimates of measures of progress of performance obligations satisfied over time are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of any changes on current and prior periods based on a performance obligation’s percentage of completion.

For each of its contracts, the Company considers whether it is a principal or an agent by evaluating the nature of its promise to the customer. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services (including discretion in establishing the price) before transferring them to the customer.

The Company disaggregates revenue from contracts with customers by contract type, geographical markets and timing of revenue recognition, as management believes this best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. The revenue recognition policy relevant to each contract type is as below:

4.8.1

Outsourcing services

Outsourcing services include business process outsourcing services and IT services. Revenue is recognized under each category as below:

a) BPO services

The performance obligation of the Company is to perform the various business activities outsourced by the customers. Revenue is recognized over time on the basis of activities performed, as the customer simultaneously receives and consumes the benefits provided by the Company’s performance.

b) IT services

The performance obligation of the Company is to make available the resources to perform various IT services as per the requirement of the customer. Resource efforts are controlled by the customer and revenue is recognized over time on the basis of hours of resources made available to the customer, as the customer simultaneously receives and consumes the benefits provided by the Company’s performance.

4.8.2

Hardware trading

Hardware trading represents the sale of hardware. Revenue is recognized at the point in time when obligations under the terms of the contract with the customer are satisfied; generally this occurs when the hardware is delivered to the customer.

4.8.3

Software trading and implementation

For software trading where no implementation is involved, revenue is recognized at the point in time when the software is delivered to the customer.

In case of subscription based services, revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided by subscription services, including access to infrastructure, software updates, and customer support in accordance with IFRS 15, “Revenue from Contracts with Customers” and revenue is typically recognized on a straight-line basis over the subscription period.

For contracts that involve both trading of software license and its implementation, the Company makes judgments in determining whether the software implementation and software license are distinct and thus separate performance obligations or part of the bundle and thus a single performance obligation depending upon the level of customization involved and other key factors surrounding each contract. Where software license and implementation are considered distinct and separate performance obligations, the trading license revenue is recognized at the point in time while the revenue relating to implementation is recorded over time during the implementation period. Where software license and implementation are considered a single performance obligation, the revenue relating to both trading license and implementation is recorded over time during the implementation period. Implementation generally comprises of customization of existing technology, development and integration of tech platforms and enabling digital transformation of companies through specific technologies.

The Company uses input method for measuring percentage of completion (PoC) by taking into account the cost incurred to date as a percentage of total budgeted cost.

The Company has assessed that maintenance and support is a performance obligation that can be considered capable of being distinct and separately identifiable in a contract. These recurring services are substantially the same as the nature of the promise is for the Company to ‘stand ready’ to perform maintenance and support when required by the customer. Time-based measure of progress is used for such services since it best reflects the Company’s efforts in satisfying the performance obligation.

4.8.4

Contract assets

A contract asset may initially be recognized for revenue earned because the receipt of consideration is conditional on successful completion of the milestones or right to invoice is not established as per contract. Upon completion of the milestone or right to invoice including acceptance by the customer, the amount recognized as contract assets is reclassified to trade debts.

4.8.5

Contract liabilities

A contract liability is recognized if a payment is received or a payment is due (whichever is earlier) from a customer before the related goods or services are transferred. Contract liabilities are recognized as revenue as and when performance obligations are satisfied under the contract.

ANNUAL REPORT 2025 149

4.9 Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

• the contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

• • the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

• the Company has the right to direct the use of the asset. The Company has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Company has the right to direct the use of the asset if either:

• the Company has the right to operate the asset; or

• the Company designed the asset in a way that predetermines how and for what purpose it will be used.

The Company has elected to apply the practical expedient for not recognizing right-of-use assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases is recognized as an expense on a straight line basis over the lease term.

Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in terms of managing the assets used in the Company’s operations. The majority of termination options held are exercisable only by the Company and not by the respective lessor while the extension options are generally exercisable with the mutual consent of both the Company and the lessor.

4.9.1

Right-of-use assets

The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentive received. The right-ofuse asset is depreciated on a straight line method over the lease term as this method most closely reflects the expected pattern of consumption of future economic benefits. The right-of-use asset is reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

4.9.2

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Company’s incremental borrowing rate.

Lease payments include fixed payments, variable lease payment that are based on an index or a rate amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option, less any lease incentives receivable. The extension and termination options are incorporated in determination of lease term only when the Company is reasonably certain to exercise these options.

The lease liability is subsequently measured at amortized cost using the effective interest rate method. It is re-measured when there is a change in future lease payments arising from a change in fixed lease payments or an index or rate, change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. The corresponding adjustment is made to the carrying amount of the right-to-use asset, or is recorded in unconsolidated statement of profit or loss if the carrying amount of right-to-use asset has been reduced to zero.

4.10

Provisions and contingencies

Provisions are recognized in the unconsolidated statement of financial position when the Company has a present legal or constructive obligation as a result of past events and it is probable that outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. However, provisions are reviewed at each statement of financial position date and adjusted to reflect current best estimate. Where outflow of resources embodying economic benefits is not probable, a contingent liability is disclosed, unless the possibility of outflow is remote.

4.11

Staff benefits

The Company has the following plans for its employees:

4.11.1

Provident fund

The Company operates a funded recognized provident fund contribution plan which covers all permanent employees. Equal contributions are made on monthly basis both by the Company and the employees at the rate of 10% of basic salary.

ANNUAL REPORT 2025 150

4.11.2

Employees’ share option scheme

The Company operates an equity settled share based Employees Stock Option Scheme. The Human Resource & Compensation Committee of the Board of Directors of the Company evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options.

At the grant date of share options to the employees, the Company initially recognizes employee compensation expense with corresponding credit to equity as employee compensation reserve at the fair value of option at the grant date. The fair value of options determined at the grant date is recognized as an employee compensation expense on a straight line basis over the vesting period. Fair value of options is arrived at using Black Scholes pricing model.

When share options are exercised, the proceeds received, net of any transaction costs, are credited to share capital (nominal value) and share premium.

4.11.3

Interest free loans to employees

The Company provides interest free loans to its employees for purchase of vehicles and other purposes. The loans are initially recognized at fair value which is the present value of future deductions to be made from employees’ salaries, discounted at the market interest rate. The difference between fair value of the interest free loan and principal amount at initial recognition is recorded as a deferred employee benefit. The loan is subsequently measured at amortized cost with respective finance income to be recorded in the unconsolidated statement of profit or loss. In addition, the deferred employee benefit is amortized equally over the life of the loan and the amortization is recorded in the unconsolidated statement of profit or loss.

4.12

Earnings per share

The Company presents basic and diluted earnings per share (EPS). Basic EPS is calculated by dividing the profit after tax 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.

4.13

Sales Tax

Expenses and assets are recognized net of the amount of sales tax, except:

• When the sales tax incurred on purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

• When receivables and payables are stated with the amount of sales tax included, the net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the unconsolidated statement of financial position.

4.14

Foreign currency transactions

Monetary assets and liabilities in foreign currencies are translated into Pak Rupees at the rate of exchange prevailing at the reporting date. Transactions during the year are converted into Pak Rupees at the exchange rate prevailing at the date of such transaction. All exchange differences are charged to unconsolidated statement of profit or loss.

4.15

Intangibles

Intangible assets acquired from the market are carried at cost less accumulated amortization and any accumulated impairment losses.

Expenditure on research (or the research phase of an internal project) is recognized as an expense in the period in which it is incurred;

Development costs incurred on specific projects are capitalized when all the following conditions are satisfied:

• Completion of the intangible asset is technically feasible so that it will be available for use or sale.

• The Company intends to complete the intangible asset and use or sell it.

• The Company has the ability to use or sell the intangible asset.

• Intangible asset will generate probable future economic benefits.

• The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

• The Company’s ability to measure reliably the expenditure attributable to the intangible asset during its development.

The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by the management. Development costs not meeting the criteria for capitalization are expensed as incurred.

After initial recognition, internally generated intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. These are amortized using straight line method at the rate given in Note 7.1. Full month amortization is charged in month of acquisition and no amortization is charged in month of disposal.

ANNUAL REPORT 2025 151

5. Summary of other accounting policies

Other than material accounting policies applied in the preparation of these unconsolidated financial statements are set out below for ease of user’s understanding of these financial statements. These polices have been applied consistently for all periods presented, unless otherwise stated.

5.1

Interests in joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

When the Company undertakes its activities under joint operations, the Company as a joint operator recognizes in relation to its interest in a joint operation:

• a) Its assets, including its share of any assets held jointly;

• b) Its liabilities, including its share of any liabilities incurred jointly;

• c) Its revenue from the sale of its share of the output arising from the joint operation;

• d) Its share of the revenue from the sale of the output by the joint operation; and

• e) Its expenses, including its share of any expenses incurred jointly

The Company accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. When Company transacts with a joint operation in which a Company is a joint operator, the Company is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognized in the Company’s unconsolidated financial statements only to the extent of other parties’ interests in the joint operation. When Company transacts with a joint operation in which Company is a joint operator, the Company does not recognize its share of the gains and losses until it resells those assets to a third party.

The Company has interest in joint operation UUS Joint Venture (Private) Limited, a Company set up specifically for executing multiyear contract “Package 04A – Airport Information Management System (AIMS)”, a turnkey project for New Islamabad International Airport by Pakistan Civil Aviation Authority.

5.2

Impairment of non-financial assets

The carrying amounts of non-financial assets other than deferred tax asset, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash generating unit, or CGU”).

The Company’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in unconsolidated statement of profit or loss.

Impairment loss recognized in prior periods is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

5.3

Derivative financial instruments

Derivatives are only used for economic hedging purposes as a forward cover against the Company’s specified export receipts, and not as speculative investments. Derivatives are initially recognised at cost on the date a derivative contract is entered and they are subsequently remeasured to their fair value using level 2 valuation techniques at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of item being hedged. The company has not designated any derivative instrument as hedging instrument. These are presented as current assets or liabilities to the extent these are expected to be settled within 12 months after the end of reporting period. Changes in fair value of any derivative instrument are recognised immediately in the statement of profit or loss and are included in other operating expenses / income.

5.4

Advances and deposits

Advances are recognized at the fair value of considerations given. Trade deposits with no fixed repayment date are measured at cost being amount paid on initial recognition. Fair value of these deposits is not considered to be materially different from cost.

ANNUAL REPORT 2025 152

5.5 Other income

Profit on deposit accounts and gain on short term investments and other income is recognized using effective interest rate.

Gains / (losses) arising on revaluation of securities classified as fair value through profit or loss are included in the unconsolidated statement of profit or loss in the period in which they arise.

Dividend income from investments is recognised when the Company’s right to receive the payment has been established.

5.6

Finance costs

Finance cost is charged to unconsolidated statement of profit or loss in the year in which it is incurred.

5.7 Dividends and appropriation reserves

‘Dividends and other appropriation to reserves are recognized in the unconsolidated financial statements in the period in which these are approved. However, if they are approved after the reporting period but before the unconsolidated financial statements are authorized for issue, they are disclosed in the notes to the unconsolidated financial statements.

6. Property and equipment

ropery an equpmen (6.1) (6.2) Operating fxed assets Capital work in progress Note	3,345,680,442 77,323,977 2025 Rupees	2024
		3,401,072,321 1,514,872
	3,423,004,419	3,402,587,193

6.1 Operating fixed assets

At December 31, 2025 Cost Accumulated depreciation Net book value For the year ended December 31, 2025 Opening net book value Additions (at cost) Disposal Depreciation Closing net book value Rate of depreciation (%) At December 31, 2024 Cost Accumulated depreciation Net book value For the year ended December 31, 2024 Opening net book value Additions (at cost) Disposal Depreciation Closing net book value Rate of depreciation (%)	Land - freehold	Building on freehold land	Building on freehold land	Computers	Computer equipment and installations	Rupees Other equipment and installations Genera transf	Rupees Other equipment and installations Genera transf	tors and ormer	Furniture and fttings	Vehicles	Offce equipment	Leasehold Building - Improvements Total	Leasehold Building - Improvements Total
	592,234,914 - 592,234,914 592,234,914 - - - 592,234,914 -												6,332,678,689 (2,986,998,247) 3,345,680,442 3,401,072,321 662,785,342 (40,627,110) (677,550,111) 3,345,680,442
	592,234,914 - 592,234,914 592,234,914 - - - 592,234,914 -	735,539,850 (123,214,850) 612,325,000 630,713,501 - - (18,388,501) 612,325,000 2.5		2,562,710,542 (1,445,634,558) 1,117,075,984 1,056,237,491 419,912,202 (28,439,057) (330,634,652) 1,117,075,984 25	767,509,858 (531,762,853) 235,747,005 296,949,395 65,754,830 (5,266,884) (121,690,336) 235,747,005 - 20 - 33	426,238,047 (271,148,195) 155,089,852 180,676,502 17,508,816 - (43,095,466) 155,089,852 4-20	159,628,717 (86,718,611) 72,910,106 87,078,668 896,876 - (15,065,438) 72,910,106 10		372,658,863 (170,090,904) 202,567,959 223,089,154 11,510,676 (142,745) (31,889,126) 202,567,959 10	415,088,903 (130,948,056) 284,140,847 213,444,140 141,715,913 (6,592,080) (64,427,126) 284,140,847 20	63,166,124 (41,738,095) 21,428,029 21,360,246 5,486,029 (186,344) (5,231,902) 21,428,029 10	237,902,871 (185,742,125) 52,160,746 99,288,310 - - (47,127,564) 52,160,746 10-25	6,332,678,689 (2,986,998,247) 3,345,680,442 3,401,072,321 662,785,342 (40,627,110) (677,550,111) 3,345,680,442
	592,234,914 - 592,234,914 592,234,914 - - - 592,234,914	735,539,851 (104,826,350) 630,713,501 649,102,000 - - (18,388,499) 630,713,501		2,314,748,219 (1,258,510,728) 1,056,237,491 1,082,005,458 363,325,695 (19,389,599) (369,704,063) 1,056,237,491	720,207,970 (423,258,575) 296,949,395 418,426,642 60,460,854 (9,479,388) (172,458,713) 296,949,395	418,828,825 (238,152,323) 180,676,502 198,174,408 43,111,934 - (60,609,840) 180,676,502	161,481,341 (74,402,673) 87,078,668 102,085,993 - - (15,007,325) 87,078,668		361,378,987 (138,289,833) 223,089,154 246,260,362 8,219,259 (41,320) (31,349,147) 223,089,154	313,870,330 (100,426,190) 213,444,140 55,071,700 197,497,292 (5,979,594) (33,145,258) 213,444,140	57,967,281 (36,607,035) 21,360,246 23,132,389 3,269,040 (90,155) (4,951,028) 21,360,246	237,902,871 (138,614,561) 99,288,310 143,128,851 2,616,448 - (46,456,989) 99,288,310	5,914,160,589 (2,513,088,268) 3,401,072,321 3,509,622,717 678,500,522 (34,980,056) (752,070,862) 3,401,072,321
		2.5		20-33	33	4-20	10		10	20	10	10-25

ANNUAL REPORT 2025 153

6.1.1 The cost of operating fixed assets includes assets amounting to Rs 637.60 million (2024: Rs 690.18 million) with nil book value.

6.1.2 Immovable fixed assets include free-hold land and building situated at E-1, Sehjpal, Near DHA Phase-VIII (Ex-Air Avenue), Lahore Cantt. Total area of land is 21.42 kanals (2024: 21.42 kanals).

• 6.1.3

Depreciation charge for the year has been allocated as follows:

Note (28) (29) (30) (31) (7) Cost of revenue Selling and distribution expenses Administrative expenses Research and development expenditure Intangibles	2025 541,768,731 14,213,387 117,559,791 1,945,063 2,063,139 Rupees	2024
		633,898,305 8,602,740 102,702,835 3,080,858 3,786,124
	677,550,111	752,070,862

6.1.4

Disposal of property and equipment

Details of disposed assets which had a net book value of Rs 500,000 or more, are as follows:

Particulars	Cost	Accumulated depreciation	Written down value	Sale proceeds	Gain / (Loss)	Mode of disposal	Particulars of buyer
				Rupees
Laptop - Apple MacBook Pro	534,501	20,786	513,715	-	(513,715)	Written off	Not applicable
Toyota Fortuner	9,344,301	7,789,846	1,554,455	12,600,000	11,045,545	Company Policy	Amir Ashiq - Employee
Hyundai Tucson	9,163,310	4,125,686	5,037,624	7,152,750	2,115,126	Company Policy	Shahid Wasim - Employee
Aggregate of items of
property and equipment with
individual net book value
below Rs 500,000	225,225,132	191,703,816	33,521,316	51,355,933	17,834,617
2025	244,267,244	203,640,134	40,627,110	71,108,683	30,481,573

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Particulars Cost Accumulated Written Sale Gain / (Loss) Mode of Particulars
depreciation down value proceeds disposal of buyer
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Ciso Catalyst 9200L 48-port Ciso Catalyst 9200L 48-port Ciso Catalyst 9200L 48-port Ciso Catalyst 9200L 48-port Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Toyota Corolla MG HS Kia Sportage Aggregate of items of property and equipment with individual net book value below Rs 500,000 2024

1,090,519 1,090,519 857,419 857,419 635,835 854,875 609,367 580,000 613,333 2,835,670 5,630,000 5,483,870 106,636,905 127,775,731 201,064 201,064 348,112 348,112 37,089 216,099 106,641 72,501 47,704 1,985,737 3,664,631 2,742,440 82,824,481 92,795,675 889,455 889,455 509,307 509,307 598,746 638,776 502,726 507,499 565,629 849,933 1,965,369 2,741,430 23,812,424 34,980,056 889,455 889,455 509,307 509,307 598,746 638,776 502,726 507,499 565,629 2,717,000 2,850,000 6,500,000 29,260,774 46,938,674 - - - - - - - - - 1,867,067 884,631 3,758,570 5,448,350 11,958,618 Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy EP Systems Pvt Limited - Associate EP Systems Pvt Limited - Associate EP Systems Pvt Limited - Associate EP Systems Pvt Limited - Associate Systems Arabia for Information Technology - Sub subsidiary Techvista Systems FZ LLC - Sub subsidiary Techvista Systems FZ LLC - Sub subsidiary Systems Arabia for Information Technology - Sub subsidiary Techvista Systems FZ LLC - Sub subsidiary Muhammad Waheed - Employee Roohi Khan - Employee Zahid Mahmood Janjua - Employee Rupees

ANNUAL REPORT 2025 154

6.2 Capital work-in-progress

Note This represents civil works including commercialisation fee for planned construction of parking plaza at head offce Balance at the beginning of the year Additions during the year Balance at the end of the year Intangibles - acquired Intangibles - internally generated Intangibles under development Cost Accumulated amortization Net book value The reconciliation of net book value is as follows: Opening value Amortization charge Closing value Amortization rate % per annum Cost Accumulated amortization Net book value The reconciliation of net book value is as follows: Opening value Additions during the year Transfer from intangibles under development Amortization charge for the year Closing value Amortization rate % per annum Intangibles - acquired Intangibles - internally generated Intangible assets include computer software licenses acquired having a fnite useful life (7.1) (7.2) (7.3) (7.4) (7.1.1) (7.2.1) (7.4) (7.2.1) Intangibles 7.1 7.1.1 7.2 7.	2025 Rupees 1,514,872 75,809,105	2024 - 1,514,872 1,514,872 - - 109,615,749
	77,323,977
	- 188,317,328 87,649,798
	275,967,126	109,615,749
	193,385,241 (193,385,241)	193,385,241 (193,385,241)
	-	-
	- -	3,377,286 (3,377,286)
	-	-
	33	33
	221,690,050 (33,372,722)	- -
	**188,317,328 **	-
	- - 221,690,050 (33,372,722)	- - - -
	188,317,328	-
	20	-

7.2.1 Intangible assets includes country model bank license generated internally. The estimated remaining useful life of the intangibles is 4.17 years (2024: Nil)

7.3 Intangibles under development

Note Opening value Additions during the year Transfer to intangibles - owned Closing value 7.3.1	2025 Rupees 109,615,749 199,724,099 (221,690,050)	2024 - 109,615,749 -
	87,649,798	109,615,749

7.3.1

The Company is developing an intangible asset, ‘Country Model Bank’, which represents a preconfigured banking platform tailored to the specific regulatory, market, and operational needs of a particular country. This platform aims to provide a streamlined banking system implementation for clients. Development costs associated with this intangible asset are capitalized when it is probable that the asset will generate future economic benefits, and these costs can be reliably measured. Costs that do not meet these capitalization criteria are expensed as incurred.

ANNUAL REPORT 2025 155

7.4 Amortization charge for the year has been allocated as follows:

Note Systems Ventures (Private) Limited TechVista Information Technology W.L.L National Data Consultant (Private) Limited SUS-JV (Private) Limited British American Tobacco SAA Services (Private) Limited Systems Holdings (Private) Limited Advance against issuance of shares Share options issued to employees of subsidiaries Subscription money payable Investment in associate - unquoted E-Processing Systems B.V. Investment in subsidiaries - unquoted (8.1) & (8.1.1) (8.2) (8.3) (8.4) (8.5) (8.6) (8.7) (8.8) (8.9) (8.10) Long term investments 8. Note Cost of revenue Selling and distribution expenses Administrative expenses Research and development expenditure Intangibles Charge recoverable from group entities (28) (29) (30) (31)	2025 Rupees 17,839,176 - - - - 15,533,546	2024 1,178,444,976 144,568,884 4,254,636,725 94,990 - - 2024 2,962,704 54,824 322,459 21,691 15,608 - 3,377,286
	33,372,722
	2025 Rupees 1,178,444,976 144,568,884 4,254,636,725 94,990 3,430,208,761 -
	9,007,954,336 2,225,191,000 316,713,807 3,295,600	5,577,745,575 2,225,191,000 211,033,818 3,295,600
	11,553,154,743 201,546,988	8,017,265,993 201,546,988
	11,754,701,731	8,218,812,981

• 8.1 After incorporating the effects of note 8.1.1 below, this represents 138,960,284 fully paid ordinary shares of Rs 10/- each, representing 100% share in Company’s subsidiary, Systems Ventures (Private) Limited, a company set up in Pakistan to invest in new ventures, start ups and incubate new ideas.

• 8.1.1 The shareholders of the Company and Systems Ventures (Private) Limited (“SVPL”) in their extra ordinary general meetings held on September 18, 2023 approved a Scheme of Compromises, Arrangement and Reconstruction (the ‘Scheme’). As required under the Companies Act, 2017, the Scheme was submitted with the Honorable Lahore High Court (the “Court”) for their approval and sanction of the Scheme. Consequently, the Court through its Order dated December 20, 2023, sanctioned the Scheme. The scheme stipulates the separation of ownership interests in TechVista Systems FZ- LLC, Systems Africa for Information Technologies (Pty.) Ltd., SYS Egypt for Information Technology Services and Systems Arabia for Information Technology (the ‘Transferred Assets’) from the Company and the merger, amalgamation and transfer to, and vesting in SVPL of the same. SVPL may at its discretion hold the Transferred Assets directly or through any nominee being its wholly owned subsidiary. SVPL shall allot and issue 66,860,284 fully paid up ordinary shares of Rs 10 each to the Company for the Transferred Assets.

As per the sanctioned scheme, SVPL had nominated its wholly owned subsidiary Systems International It Pte. Ltd. (Sys It Pte.) for holding the transferred assets. SYS Egypt for Information Technology Services, Systems Arabia for Information Technology, Systems Africa for Information Technologies (Pty.) Ltd and TVS had been transferred to Sys It Pte after the approval of respective foreign regulators. In consideration, SVPL had issued 66,860,284 fully paid up ordinary shares of Rs 10 each to the Company on July 08, 2024.

Subsequent to sanction of the Scheme effective from July 01, 2023, following assets of the Company were derecognised and consideration issued by SVPL to the Company has been recorded on the same value:

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Rupees
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• Tech Vista Systems FZ-LLC • SYS Egypt for Information Technology Services • Systems Arabia for Information Technology • Systems Africa for Information Technologies (Pty.) Ltd.	343,119,550 113,125,000 1,099,000 1,426
	457,344,976

8.2 Techvista Information Technology W.L.L. (‘TVSQ’) is a limited liability company incorporated in the State of Qatar. The Company owns 34% (2024: 34%) share capital in TVSQ. Pursuant to the agreement entered with the remaining shareholders of TVSQ on February 27, 2022, the Company has obtained all control and management of TVSQ.

ANNUAL REPORT 2025 156

• 8.3 This represents 500,000 fully paid ordinary shares of Rs 10/- each, representing 100% (2024: 500,000 fully paid ordinary shares of Rs 10/- each, representing 100%) shares in the Company’s subsidiary, National Data Consultant (Private) Limited, which were acquired by the Company on July 05, 2022 through the share purchase agreement. NDC Pk is a company setup in Pakistan engaged in core and digital banking implementation services, having rich clients in Pakistan, Middle East, Africa and Asia Pacific region.

• 8.4 This represents 9,499 full paid ordinary shares of Rs 10/- each, representing 94.99% (2024: 9,499 full paid ordinary shares of Rs 10/- each, representing 94.99%) shares in Company’s subsidiary, SUS JV (Private) Limited, a company set up in Pakistan for the Balochistan Land Revenue Management Information System project. The project is related to digitization of land records and development of a web-based management information system.

• 8.5 This represents 90,010,000 fully paid ordinary shares of Rs 10 each, representing 100% (2024: nil ) shares in the Company’s subsidiary, British American Tobacco SAA Services (Private) Limited, which were acquired by the Company on 31st October, 2025 pursuant to a Share Purchase Agreement. British American Tobacco SAA Services (Private) Limited is a company incorporated in Pakistan and engaged in the business of transforming traditional and siloed support functions which include but are not limited to Marketing, Finance, HR, Procurement into a centralised, strategic and unified organisation that drives efficiency and value across the entire enterprise. The total consideration for the acquisition amounted to Rs. 3,430.21 million which is paid in cash and is provisional subject to certain adjustments to be mutually agreed with the seller under share purchase agreement

• 8.6 This represents 100 ordinary shares of Rs 10/- each, representing 100% (2024: 100 ordinary shares) shares in the Company’s subsidiary, Systems Holdings (Private) Limited, a limited liability company incorporated in Pakistan on April 14, 2023, for the purpose of establishing and running data processing centers, computer centers, software development centers and to provide consultancy and data processing software development services. As of reporting date, no payment has been made against its share capital.

• 8.7

• This represents the advances provided to SVPL against issuance of shares as follows:

• 8.7.1 Systems International IT Pte. Ltd. was a wholly owned subsidiary of Systems Limited, with a cost of investment of Rs. 818.09 million, incorporated on May 11, 2022. However, on April 25, 2023, the Company entered into an arrangement with its wholly owned subsidiary, Systems Ventures (Private) Limited ‘SVPL’ for transfer of 5,002,890 shares of Systems International IT Pte Ltd to SVPL. Thereafter, Systems International IT Pte. Ltd. is a wholly owned subsidiary of SVPL whereas the Company continues to be the ultimate parent company. The Company is to receive shares of equivalent value of its cost of investment in Systems International IT Pte. Ltd. from SVPL.

• 8.7.2 This represents an amount of USD 4.9 million, amounting to Rs 1,407.18 million, (December 31, 2024: 1,407.18 million) paid to Systems International IT Pte. Ltd. on behalf of SVPL. The Company is to receive shares from SVPL of equivalent value of its payment to Systems International IT Pte. Ltd.

E-Processing Systems B.V. Cost of investment Accumulated impairment loss Note • TechVista Information Technology W.L.L. • Systems Holdings (Private) Limited This represents the share options issued to employees of the following group entities: • Tech Vista Systems FZ-LLC • TechVista Information Technology W.L.L. • Systems Arabia for Information Technology • National Data Consultant (Private) Limited • SYS Egypt for Information Technology Services • Systems APAC for Info Tech PTE Ltd • Systems Africa for Information Technologies (Pty.) Ltd. • Systems Australia for Information Technology (Pty.) Ltd. This represents subscription money payable in respect of the following subsidiaries: Investment in associate - unquoted (8.10.1) 8.8 8.9 8.10	2025 Rupees 195,308,716 4,359,878 76,427,843 16,948,850 6,509,527 5,443,982 3,569,736 8,145,275	2024 131,525,801 2,971,866 41,574,508 16,948,850 3,108,650 3,256,210 3,569,736 8,078,197
	316,713,807	211,033,818
	2025 Rupees 3,294,600 1,000	(Restated) 2024 3,294,600 1,000
	3,295,600	3,295,600
	270,500,227 (68,953,239)	270,500,227 (68,953,239)
	201,546,988	201,546,988

8.10.1 This represents 179,507 fully paid ordinary shares at USD 0.01/- each representing 34.30% shares (2024: 179,507 fully paid ordinary shares at USD 0.01/- each representing 34.30% shares) in E-Processing Systems B.V (‘EPBV’), a company setup in Netherlands.

ANNUAL REPORT 2025 157

Right-of-use assets Long term loans Note Note Cost Accumulated amortization Net book value Cost of revenue Selling and distribution expenses Administrative expenses Research and development expenses Intangibles Considered good - secured Due from executives These represent buildings on lease (refer note 22). The reconciliation of net book value is as follows: The depreciation charge for the year on right-of-use assets has been allocated as follows: Opening net book value Additions Depreciation for the year Closing net book value Rate of depreciation (%) (9.1) (28) (29) (30) (31) (10.1) (9.2) 9.1 9.2 9. 0.	2025 Rupees 949,807,560 (567,610,063)	2024
		771,367,927 (412,628,928)
	382,197,497	358,738,999
	358,738,999 176,779,550 (153,321,052)	510,157,034 - (151,418,035)
	382,197,497	358,738,999
	10-25	10-25
	2025 Rupees 137,712,728 2,421,332 12,344,650 762,342 80,000	2024
		136,780,483 1,722,000 11,987,685 864,087 63,780
	153,321,052	151,418,035
	565,933,316	613,818,425

9. Right-of-use assets

10. Long term loans

Note Due from executives As at January 01 Loans disbursed during the year: Undiscounted amount paid Deferred employee benefts Loans settled during the year Unwinding of discount Repayments Receivable within one year (11) (33) (15) 10.1		2025	2024
	Motor Vehicle
	820,201,388 496,072,023 (99,776,856) 396,295,167 (207,911,465) 114,696,126 (296,558,618)
	826,722,598 (260,789,282)	836,206,517 (270,273,201) 9,483,919 (9,483,919) 843,121,097 (229,302,672)
	565,933,316	565,933,316 - 613,818,425

10.2 These interest free loans are repayable between 21 to 60 (2024: 21 to 60) months and are granted to the executives of the Company, in accordance with their terms of employment. These are secured either against post dated cheques or by retaining the title of motor vehicles in the name of the company. These loans were initially recognized at fair value using effective interest rates ranging from 9.96% to 17.51% (2024: 11.3% to 17.51%). The difference between cash paid and present value of cash inflows upon initial recognition has been recognized as deferred employee benefits which is amortized on a straight line basis over the period of the loan.

ANNUAL REPORT 2025 158

11. Deferred employee benefits

Deferred employee benefts 11
Long term deposits Contract assets Note Note Note As at January 01 Additions during the year Settlements during the year Amortization during the year Current portion of deferred employee benefts Lease buildings Opening balance Unwinding of discount Closing balance Others Utilities and other deposits Unbilled revenue Retention money Export Local Less: allowance for ECL As at January 01 Expense for the year Write off during the year Closing balance Unbilled revenue Allowance for ECL (10.1) (33) (13.1) (13.1.2) (13.1.3) 13.1 13.1.2 13. 12. .	2025 Rupees 289,420,613 99,776,856 (56,995,420) (85,686,556)	2024 249,223,198 181,538,547 (57,311,475) (84,029,657)
	246,515,493 (89,612,845)	289,420,613 (86,166,964)
	156,902,648	203,253,649
	2025 Rupees 30,466,985 3,946,806	2024 26,910,135 3,556,850
	34,413,791 50,876,409	30,466,985 43,594,175
	85,290,200	74,061,160
	2025 Rupees 2,568,422,732 -	2024 1,525,904,999 54,916,571
	2,568,422,732	1,580,821,570
	268,040,990 2,326,553,070	349,184,502 1,203,574,917
	2,594,594,060 (26,171,328)	1,552,759,419 (26,854,420)
	2,568,422,732	1,525,904,999
	26,854,420 227,057,806 (227,740,898)	9,181,634 17,672,786 -
	26,171,328	26,854,420

13.1.3 These represent unbilled debtors arising due to recognition of revenue as per IFRS 15 - Revenue from Contracts with Customers.

14. Trade debts

Trade debts
Note Export Local Less: Allowance for ECL (14.1) (14.3)	2025 Rupees 19,776,468,330 1,987,064,639	2024 18,203,064,581 2,478,176,470
	21,763,532,969 (182,312,567)	20,681,241,051 (399,594,215)
	21,581,220,402	20,281,646,836

ANNUAL REPORT 2025 159

14.1 These include receivables from related parties against export of outsourcing services. As per contracts with related parties, billing terms range from monthly to quarterly basis and payment is generally due within 120 days from the date of billing. The receivables from related parties include past due balances which are not considered impaired except for receivable balance from Systems Africa for information Technologies. Detail of related party balances along with aging analysis of the amounts is as follows:

			2025
				Rupees
	Not Past Due	Past due	Past due 91-	Past due 181-	Past due 271-	Past due 361	Total
		0-90 days	180 days	270 days	360 days	days and above
Group Companies
National Data Consultancy FZE	55,283,548	140,908,479	153,779,376	141,040,321	55,359,724	1,506,988,282	2,053,359,730
Systems Africa for Information Technologies	-	-	-	-	-	102,908,416	102,908,416
Systems APAC Pte. Ltd	494,249,578	342,780,640	216,469,408	187,630,391	248,944,600	323,163,123	1,813,237,740
Systems Arabia for Information Technology	1,003,021,899	788,070,362	740,552,183	615,254,416	672,046,675	1,775,438,051	5,594,383,586
Systems Australia for Information Technology	34,888,069	36,163,277	26,664,401	20,590,312	25,680,865	50,489,654	194,476,578
PTY LTD.
TechVista Information Technology W.L.L.	263,970,795	197,999,414	222,389,735	208,717,101	195,458,915	240,766,032	1,329,301,992
TechVista Systems FZ-LLC - UAE	2,852,538,512	1,086,739,167	-	-	-	-	3,939,277,679
Systems Egypt for Information Technology	1,248,380	-	1,120,200	8,182,221	10,506,216	22,440,967	43,497,984
Systems Bahrain for Information Technology	68,780,728	64,919,399	73,846,945	75,606,499	80,247,067	-	363,400,638
W.L.L.
Systems Information Technology Malaysia	10,830,094	-	18,759,242	9,596,753	4,296,247	3,840,326	47,322,662
Other Related Parties
AtClose LLC	-	-	-	-	-	-	-
PartnerLinQ Incorporation	328,072,126	-	-	-	-	109	328,072,235
Visionet Canada Incorporation	24,107,898	-	-	-	-	-	24,107,898
Visionet EMEA Limited	279,858,235	6,215,434	-	-	-	148,048	286,221,717
Visionet Systems Incorporation - USA	2,980,137,445	-	-	-	-	-	2,980,137,445
Visionet Deutschland GmbH	46,268,838	-	-	-	-	-	46,268,838
	8,443,256,145	2,663,796,172	1,453,581,490	1,266,618,014	1,292,540,309	4,026,183,008	19,145,975,138

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2024
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				Rupees
	Not Past Due	Past due	Past due 91-	Past due 181-	Past due 271-	Past due 361	Total
		0-90 days	180 days	270 days	360 days	days and above
Group Companies
National Data Consultancy FZE	67,507,669	199,396,301	222,572,000	440,402,726	462,382,703	651,848,614	2,044,110,013
Systems Africa for Information	-	-	-	9,044,148	35,210,718	64,744,964	108,999,830
Technologies
Systems APAC Pte. Ltd	318,486,405	237,815,128	216,150,327	180,971,062	52,103,766	-	1,005,526,688
Systems Arabia for Information	817,559,143	661,898,850	653,406,912	575,167,593	406,507,002	144,059,444	3,258,598,944
Technology
Systems Australia for Information	31,281,947	23,484,668	19,005,054	21,675,321	2,539,616	-	97,986,606
Technology PTY LTD.
TechVista Information Technology W.L.L.	252,485,429	187,441,711	175,328,765	172,617,792	174,278,014	195,742,155	1,157,893,866
TechVista Systems FZ-LLC - UAE	2,378,107,130	1,726,708,789	617,486,331	-	-	-	4,722,302,250
TreeHouse Consultancy LLC	-	-	-	347,242	322,886	181,170,366	181,840,494
Systems Egypt for Information	13,470,052	6,474,143	10,558,233	5,272,367	-	-	35,774,795
Technology
Systems Bahrain for Information	105,062,790	48,768,412	-	-	-	-	153,831,202
Technology W.L.L.
Systems Information Technology	4,835,218	3,817,014	-	-	-	-	8,652,232
Malaysia
Other Related Parties
AtClose LLC	-	56,089,752	123,482,880	-	-	-	179,572,632
PartnerLinQ Incorporation	472,230,239	-	-	-	-	-	472,230,239
Visionet Canada Incorporation	2,463,478	1,876,253	1,407,001	2,916,785	1,831,944	3,727,434	14,222,895
Visionet EMEA Limited	269,338,391	185,602,677	-	-	-	136,900	455,077,968
Visionet Systems Incorporation - USA	3,316,367,457	-	-	-	-	-	3,316,367,457
Visionet Deutschland GmbH	308,503,839	188,565,138	15,257,366	-	-	-	512,326,343
	8,357,699,187	3,527,938,836	2,054,654,869	1,408,415,036	1,135,176,649	1,241,429,877	17,725,314,454

160

ANNUAL REPORT 2025

14.2 The maximum aggregate amount outstanding for these related parties by reference to month-end balances was as follows:

National Data Consultancy FZE Systems Africa for Information Technologies Systems APAC Pte. Ltd Systems Arabia for Information Technology Systems Australia for Information Technology PTY LTD. TechVista Information Technology W.L.L. TechVista Systems FZ-LLC - UAE TreeHouse Consultancy LLC AtClose LLC PartnerLinQ Incorporation Visionet Canada Incorporation Visionet EMEA Limited Visionet Systems Incorporation - USA Visionet Deutschland GmbH Systems Egypt for Information Technology Systems Bahrain for Information Technology W.L.L. Salesfo (Private) Limited Systems Information Technology Malaysia	2025 Rupees 2,472,690,743 108,999,831 1,882,611,349 5,780,967,279 211,807,675 1,393,268,599 7,546,052,905 185,270,214 181,895,108 975,802,829 24,495,107 766,413,583 3,750,018,188 875,975,443 43,497,983 363,400,637 3,300,000 86,822,412	2024
		2,044,110,013 116,804,648 1,020,666,329 3,258,598,944 97,986,606 1,415,667,832 5,632,410,497 181,840,494 318,976,658 577,215,423 14,222,895 630,939,261 3,541,362,881 512,326,343 35,774,795 153,831,202 - 8,652,231

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ANNUAL REPORT 2025 161

14.3 Allowance for ECL

Note As at January 01 (Reversal) / Expense for the year Balances written off during the year Closing balance llowance for ECL (32) (14.3.1)	2025 Rupees 399,594,215 (7,703,682) (209,577,966)	2024 226,836,797 200,329,857 (27,572,439)
	182,312,567	399,594,215

• 14.3.1 These include allowance for ECL against receivables from the related parties amounting to Rs 103.11 million (2024: Rs 113.04 million).

15. Loans, advances and other receivables

ans, advances and other receivables
Note Current maturity of long term loans Advances to staff against salary expenses less: expected credit loss Advances to suppliers - against goods and services Other receivables Loans to related parties Elimination on account of Joint Operation Other receivables from group entities: National Data Consultant (Private) Limited - net National Data Consultancy FZE Systems Ventures (Private) Limited Systems Africa for Information Technologies Pty. Ltd. - net Systems APAC for Information Technology Pte. Ltd. Systems Arabia for Information Technology Techvista Information Technology WLL SYS Information Technology Malaysia Sdn Bhd SYS Egypt for Information Technology Services Systems Australia for Information Technology Pty. Limited Systems International IT Pte. Ltd. Sys Bahrain for Information Technology W.L.L. Other receivables from other related parties: Visionet Deutschland GmbH Visionet Canada Incorporation Visionet Systems Inc. AtClose PartnerLinQ Incorporation (10.1) (15.1) (15.2) (15.3) (15.4) (15.5) (15.6) (15.7) (15.8) (15.10)	2025 Rupees 270,273,201	2024 229,302,672 155,240,110 144,269,859 299,509,969 - 299,509,969 131,128,027 - 743,220,773 (508,209,235) 235,011,538 1,093,700,764 35,731,350 299,339,506 6,721,750 - 618,214,041 - - - 91,469,360 862,835 32,380,881 2,178,420,487 34,474,841 50,142 - - 9,339,675 43,864,658
	211,146,023 94,679,011	155,240,110 144,269,859
	305,825,034 (28,044,863)
	277,780,171 14,712,500 603,763,520
	709,207,623 (392,758,923)	743,220,773 (508,209,235)
	316,448,700
	- 2,207,848 580,668,415 - 33,299,922 110,247,777 44,925,709 19,169,329 18,892,194 - 891,561 47,598,928	1,093,700,764 35,731,350 299,339,506 6,721,750 - 618,214,041 - - - 91,469,360 862,835 32,380,881
	857,901,683
	81,946,811 1,403,799 23,087,656 1,548,207 17,222,444	34,474,841 50,142 - - 9,339,675
	125,208,917
	2,466,088,692	3,117,237,351

• 15.1 This included advance given to the chief operating officer of the Company amounting to Nil (2024: Rs 5.2 million).

• 15.2 This includes Rs 392.17 million (2024: nil) receivable from British American Tobacco International Holdings (UK) Limited in respect of tax paid on their behalf at the time of transfer of consideration for acquisition and Rs 99.33 million (2024:nil) in respect of certain adjustments in consideration as agreed in the share purchase agreement.

• 15.3 This represented an unsecured loan provided to UUS Joint Venture (Private) Limited for meeting working capital requirements. The loan carried interest at a rate of one-year KIBOR (2024: one-year KIBOR), calculated monthly on the outstanding balance.

ANNUAL REPORT 2025 162

15.4 This includes loans provided to the following related parties:

Note OneLoad Processing Systems (Private) Limited SUS JV (Private) Limited his includes loans provided to the following related parties: (15.4.1) (15.4.2)	2025 Rupees 316,448,700 -	2024 227,556,284 7,455,254
	316,448,700	235,011,538

• 15.4.1 This represents loan provided to OneLoad Processing Systems (Private) Limited (Subsidiary of E-PROCESSING SYSTEMS B.V) for meeting working capital requirements of Rs 250.99 million (2024: Rs 243.73 million) and accrued interest of Rs 65.45 million (2024: Rs 36.17 million) netted of by expected credit loss of nil (2024: Rs 52.34 million). The loan is unsecured and carries mark-up at onemonth KIBOR (2024: one-month KIBOR) on the outstanding loan balance. Disbursements of principal are payable within one year and mark-up is payable on quarterly basis. Further, subsequent to the reporting date, the board of directors of Systems Limited and E-PROCESSING SYSTEMS B.V approved the conversion of the outstanding loan along with accrued interest into 108,361 preferred shares of E-PROCESSING SYSTEMS B.V.

• 15.4.2 This represents an unsecured loan provided to SUS JV (Private) Limited to meet working capital requirements. The facility carried mark-up at the rate of one-month KIBOR (2024: one-month KIBOR) on the outstanding balance. While principal disbursements were originally payable within one year and mark-up on a quarterly basis, the outstanding balance was fully settled during the current year.

Note Gross amount Accumulated impairment loss Net amount s breakup of this balance is as under: 15.5.1	2025 Rupees 512,518,390 (512,518,390)	2024 1,438,674,049 (344,973,285)
	-	1,093,700,764

• 15.5 This breakup of this balance is as under:

• 15.5.1 The expected credit loss of Rs 167.53 million (2024:Rs 344.97 million) has been recorded during the year.

Note Gross amount Accumulated impairment loss Net amount s breakup of this balance is as under:	2025 Rupees 7,094,274 (7,094,274)	2024 6,721,750 -
	-	6,721,750

• 15.6 This breakup of this balance is as under:

• 15.7 These primarily represent other receivables from group entities against expenses incurred on behalf of them and are unsecured. Interest is charged at one month Kibor plus 1% per annum.

• 15.8 These represent other receivables from other related parties against expenses incurred on behalf of them. These are provided in the ordinary course of business and carry no interest.

National Data Consultant (Private) Limited Systems Ventures (Private) Limited Systems Africa for Information Technologies Pty. Ltd. Techvista Information Technology WLL Systems APAC for Information Technology Pte. Ltd. Systems Arabia for Information Technology SYS Egypt for Information Technology Services Visionet Deutschland GmbH Visionet EMEA Limited National Data Consultancy FZE Systems International IT Pte. Ltd. SYS Information Technology Malaysia Sdn Bhd Systems Australia for Information Technology Pty. Limited Sys Bahrain for Information Technology W.L.L. AtClose Visionet Systems Inc. Visionet Canada Incorporation PartnerLinQ Incorporation OneLoad Processing Systems (Private) Limited SUS JV (Private) Limited The maximum aggregate amount outstanding by reference to month-end balances was as follows: 15.9	2025 Rupees 769,303,805 580,668,415 7,094,274 173,656,587 120,379,232 604,672,526 18,892,194 81,946,811 - 104,142,383 951,548 19,169,329 85,631,251 64,275,932 1,549,177 228,909,925 1,403,799 17,222,444 316,448,700 15,424,981	2024 1,438,272,170 299,339,506 13,509,890 - 45,201,685 677,759,445 2,912,144 34,474,841 2,477,021 139,801,748 883,112 - 91,556,279 32,380,881 - - 50,142 9,339,675 279,896,630 19,540,484

163

ANNUAL REPORT 2025

15.10 This is net of allowance for ECL as follows:

National Data Consultant (Private) Limited National Data Consultancy FZE Systems Ventures (Private) Limited Systems Africa for Information Technologies Pty. Ltd. Systems APAC for Information Technology Pte. Ltd. Systems Arabia for Information Technology SYS Egypt for Information Technology Services Systems Australia for Information Technology Pty. Limited Systems International IT Pte. Ltd. Sys Bahrain for Information Technology W.L.L. SUS-JV (Private) Limited Techvista Systems Information Technology WLL SYS Information Technology Malaysia Sdn Bhd Visionet Deutschland GmbH Visionet Systems Inc AtClose Visionet Canada Incorporation PartnerLinQ Incorporation The aging analysis of these balance are as follows: 15.11 As at January 01 Expense for the year Closing balance This is net of allowance for ECL as follows: 15.10	2025	2025 Rupees 397,313,631 150,343,896	2025 Rupees 397,313,631 150,343,896	2024
				12,340,346 384,973,285
		547,657,527		397,313,631
			2024

16. Trade deposits and short term prepayments

Note Note Note (16.2) (17.1) (17.2) & (17.3) Short term investments Security deposits Prepayments Fair value through proft or loss • Mutual fund units Amortized cost • Term deposit receipts (TDRs) Less: Allowance for ECL 17. As at January 01 Expense for the year Balance written off during the year Closing balance Allowance for ECL 16.2	2025 Rupees 35,565,444 366,257,269	2024
		95,841,377 428,569,390
	401,822,713 (1,142,478)	524,410,767 (2,220,000)
	400,680,235	522,190,767
	2025 Rupees 2,220,000 2,000,000 (3,077,522)	2024
		- 2,220,000 -
	1,142,478	2,220,000
	2025 Rupees 4,742,767,189 77,382,800	2024
		2,764,394,367 177,382,800
	4,820,149,989	2,941,777,167

ANNUAL REPORT 2025 164

Lakson Islamic Money Market Fund Number of units: 2,847,286 (2024 : 909,308) Meezan Balanced Fund Number of units: Nil (2024: 5,176) Meezan Sovereign Fund No. of Units : 183 ( 2024 : Nil) Meezan Rozana Amdani Fund Number of units: Nil (2024 : 792) NBP Islamic Income Fund Number of units: Nil (2024: 604) NBP Islamic Sarmaya Izafa Fund Number of units: Nil (2024: 16,483) HBL Islamic Money Market Fund Number of units: Nil (2024: 5,034,611) Meezan Islamic Fund Number of units: Nil (2024: 2,034) AL Habib Islamic Cash Fund Number of units: 100,233,164 (2024: 1,390,481) AWT Islamic Income Fund Number of units: 44 (2024: 1,304,114) Alfalah Islamic Money Market Fund Number of units: Nil (2024: 5,575,713) MCB Alhamra Cash Management Fund Number of units: 2,860,371 (2024:3,428,097) MCB Alhamra Islamic Money Market Fund Number of units: Nil (2024 : 507) Meezan Islamic Income Fund Number of units: 117 (2024: 105) JS Islamic Money Market Fund Number of units: Nil (2024: 1,440,092) Atlas Islamic Money Market Fund Number of units: 1,422,573 (2024: 274,130) NBP Islamic Daily Dividend Fund Number of units: Nil (2024 : 8,903) NBP Islamic Stock Fund Number of units: Nil (2024: 7,849) Meezan Cash Fund Number of units: 2,791,861 (2024: 1,807,412) NBP Islamic Money Market Fund Number of units: 9,391,223 (2024: 319) ABL Islamic Cash Fund Number of units: Nil (2024: 102,092) ABL Islamic Income Fund Number of units: Nil (2024: 924) Faysal Islamic Cash Fund Number of units: 3,957,134 (2024: 3,962,874) ABL Islamic Stock Fund Number of units: Nil (2024 : 3,255) ABL Islamic Fixed Term Plan IV No. of Units : 111,650,340 ( 2024 : Nil ) AWT Islamic Income Money Market Fund No. of Units : 1,213,362 ( 2024 : Nil ) Pak Qatar Asset Allocation Plan No. of Units : 3,525,855 ( 2024 : Nil ) UBL - Al Ameen Islamic Cash Plan-I No. of Units : 8,570,478 (2024 : Nil) Alfalah Islamic GHP Islamic Income Fund Number of units: Nil (2024 : 10) UBL Al Ameen Islamic Asset Allocation fund Number of units: 197 (2024 : 197) Alfalah Islamic Rozana Amdani Fund Class A Number of units: Nil (2024: 222) e details of investments in mutual funds are as follows:	2025 Rupees 302,426,172 - 9,984 - - - - - 100,266,596 4,902 - 301,596,371 - 6,306 - 756,072,667 - - 150,350,379 100,284,170 - - 414,588,308 - 1,119,395,142 150,366,557 442,223,348 905,171,935 - 4,352 -	2024 100,000,000 122,718 - 39,624 6,656 504,527 551,581,892 252,085 150,023,638 150,204,094 606,513,798 372,875,509 50,423 5,981 150,043,203 150,000,000 89,032 173,041 100,116,578 3,520 1,021,228 10,445 430,641,975 87,363 - - - - 1,130 3,607 22,300
	4,742,767,189	2,764,394,367

17.1 The details of investments in mutual funds are as follows:

ANNUAL REPORT 2025 165

• 17.2 This represents TDRs amounting to Nil (2024: Rs 77.38 million) which were pledged against export re-finance facility and letter of guarantee availed from Habib Metropolitan Bank Limited.

• 17.2.2 These carried markup at rates ranging from 5.47% to 10% (2024: 10.82 % to 19.50%) per annum and had maturities of 30 days (2024: 30-90 days) from the date of initial recognition.

18. Cash and bank balances

Note Note Cash and cash equivalents Cash in hand Cheques in hand Balances with banks: Local currency: Current accounts Savings accounts Foreign currency: Current accounts Cash and bank balances Restricted cash Short term investments (18) (18.3) (17) (18.1) These carry markup at the rate of 2.60% to 11.50% (2024: 6.00% to 20.51%) per annum. 18.1 18.2 .	2025	2024 127,070 90,182,250 90,309,320 288,796,188 897,842,986 1,186,639,174 212,751,100
	37,094 -	127,070 90,182,250
	37,094
	249,617,768 1,687,934,314	288,796,188 897,842,986
	1,937,552,082 858,158,273
	2,795,747,449	1,489,699,594
	2025 Rupees 2,795,747,449 (52,674,480)	2024 1,489,699,594 -
	2,743,072,969 77,382,800	1,489,699,594 100,000,000
	2,820,455,769	1,589,699,594

18.3 This represents restricted bank balance under lien as security for guarantees amounting to Rs 52.67 million ( 2024: nil).

19 Issued, subscribed and paid-up share capital

2025		2024		2025		2024
(Number	of	shares)			Rupees
599,960,320		591,486,630	Ordinary shares of Rs 2/- each fully paid in cash	1,199,920,639		1,182,973,259
814,331,615		814,331,615	Ordinary shares of Rs 2/- each as bonus shares	1,628,663,230		1,628,663,230
59,112,500		59,112,500	Ordinary shares of Rs 2/- each issued for consideration	118,225,000		118,225,000
			otherwise than cash
1,473,404,435		1,464,930,745		2,946,808,869		2,929,861,489

19.1 Reconciliation of ordinary shares

2025 2024 (Number of shares) 1,464,930,745 8,473,690 1,457,106,995 7,823,750	2024
1,473,404,435 1,464,930,745

	2025 Rupees 2,929,861,489 16,947,380	2024 2,914,213,989 15,647,500
Balance at January 01 Stock options exercised
	2,946,808,869	2,929,861,489

19.2 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All shares rank equally with regard to the Company’s residual assets.

19.3 Pursuant to the approval of shareholders by way of special resolution dated April 28, 2025 and upon completion of the requisite corporate and regulatory formalities, the Company undertook a sub-division of its ordinary shares, whereby the face value of each share was reduced from Rs 10 to Rs 2. The sub-division did not result in any change to the aggregate paid-up capital or to the rights and privileges attached to the shares. In accordance with IAS 33 – Earnings Per Share (EPS), the basic and diluted EPS for all periods presented have been retrospectively adjusted to reflect the effect of the share sub-division as if it had occurred at the beginning of the earliest comparative period presented.

ANNUAL REPORT 2025 166

20. Capital reserves

Capital reserves
Note Share premium reserve Employee compensation reserve (20.1) (20.2)	2025 Rupees 6,298,649,065 846,074,126	2024 5,433,976,281 766,101,046
	7,144,723,191	6,200,077,327

• 20.1 This reserve shall be utilized only for the purpose as specified in section 81(2) of the Companies Act, 2017.

• 20.2 This represents balance amount after exercise of share options by the employees under the Employee Stock Option Scheme approved by the SECP. According to the scheme, 100% options become exercisable after completion of vesting period from the date of grant. The options have a vesting period of 2 years and an exercise period of 3 years from the date the option is vested.

• 20.2.1 The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year:

Outstanding at January 01 Granted during the year • stock options awarded in March 2024 • stock options awarded in December 2024 • stock options awarded in March 2025 Forfeited share options Exercised during the year: • stock options awarded in March 20211 • stock options awarded in September 20212 • stock options awarded in March 20223 • stock options awarded in August 20224 • stock options awarded in April 20235 Outstanding at December 31 Vested and exercisable at December 31

2024 2025 Number of options Weighted average exercise price Weighted average exercise price Number of options Rupees Rupees Number Number 33,210,505 - - 8,207,500 (2,302,000) (55,000) (270,000) (2,923,185) (156,250) (5,069,250) 30,642,320 28,157,185 14,679,570 250,000 - (2,052,500) (3,765,685) (352,500) (2,711,815) (993,750) - 33,210,505 73.41 - - 91.42 68.68 34.62 49.72 57.84 52.72 75.98 80.03 69.19 65.03 79.43 - 62.04 34.62 49.72 57.84 52.72 - 73.41

8,967,750 7,158,435 67.63 55.00

• The weighted average share price at the date of the exercise of these options was Rs. 103.65 (2024: nil).

• The weighted average share price at the date of the exercise of these options was Rs 118.52 (2024: 86.26 ).

• The weighted average share price at the date of the exercise of these options was Rs 121.49 (2024: 88.79).

• The weighted average share price at the date of the exercise of these options was Rs 124.01 (2024: 101.57).

• The weighted average share price at the date of the exercise of these options was Rs 117.86 (2024: Nil)

• 20.2.2 The weighted average remaining contractual life for the share options outstanding as at 31 December 2025 is 3.09 years (2024: 3.48 years).

20.2.3

The weighted average fair value of options granted during the year was Rs. 46.43 (2024: Rs. 34.38)

20.2.4

The range of exercise prices for options outstanding at the end of the year is Rs 34.62 to Rs.91.42 (2024: Rs 34.62 to Rs 79.43).

ANNUAL REPORT 2025 167

20.2.5 The following table lists the inputs to the model used for the plan:

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2025
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2024
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	2025	2024
Dividend yield	1.29%	1.41%
Expected volatility	30%	29% - 30%
Risk–free interest rate	11.88%	17.24% & 12.36%
Expected life of share options (years)	2.68	2.30 to 2.38
Weighted average share price	Rs. 113.36	Rs. 395.94 & Rs 552.77
Model used	Black Scholes	Black Scholes

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. Had we changed the expected volatility to the model by +/-1%, the impact on the fair value as determined on the grant date would not be material.

21. These represent advances received from staff and will be adjusted as per Company’s car policy against sale of vehicles.

22. Lease liabilities

Present value of lease rental Less: Current portion shown under current liabilities Not later than one year Later than one year but not later than fve years Later than fve years Not later than one year Later than one year but not later than fve years Later than fve years		2025 Rupees 465,991,241 (180,159,105)	2025 Rupees 465,991,241 (180,159,105)	2024 451,053,321 (158,971,560)
		285,832,136		292,081,761
	Lease Rentals	2025 Finance cost for future periods		180,159,105 285,832,136 - Principal outstanding
		Rupees 41,832,978 38,724,615 -
	221,992,083 324,556,751 -
	546,548,834	80,557,593		465,991,241
	Lease Rentals	2024 Rupees 44,259,962 35,790,240 - Finance cost for future periods		158,971,560 292,081,761 - Principal outstanding
	203,231,522 327,872,001 -
	531,103,523	80,050,202		451,053,321

Set out below are the carrying amounts of lease liabilities and the movements during the year:

Note As at January 01 Additions Accretion of interest Payments Salient features of the leases are as follows: Discounting rate Period of lease (34)	2025 Rupees 451,053,321 176,779,550 46,011,690 (207,853,320)	2024 580,303,133 - 62,375,442 (191,625,254)
	465,991,241	451,053,321
	9.7% - 15.36% 48-120 months 9.7% - 15.36% 48-120 months

ANNUAL REPORT 2025 168

22.1 Amount recognized in unconsolidated statement of profit or loss:

Amount recognized in unconsolidated statement of proft or loss:
Interest expense on lease liabilities Expenses relating to short term leases Total amount recognized in proft or loss The following are the amounts recognized in proft or loss:	2025 Rupees 46,011,690 106,105,066 152,116,756	2024 62,375,442 103,611,721
		165,987,163

22.2

Cash outflow for leases

The Company had total cash outflows for leases of Rs 313.95 million (2024: Rs 295.27 million). The Company also had non-cash additions to right-of-use assets and lease liabilities of Rs 176.78 million (2024: Nil) and Rs 176.78 million (2024: Nil) respectively.

23. Trade and other payables

Trade and other payables
Note Creditors Accrued liabilities Provident fund contribution payable Withholding income tax payable Sales tax payable Payable to related parties Subscription money payable Provision for onerous contracts (23.1) (23.2) (23.3) (23.4)	2025 Rupees 417,228,709 3,139,427,966 197,785,261 635,043,957 521,203,740 3,036,154,609 5,788,886 45,739,224	2024 362,558,624 2,657,440,342 93,243,169 436,846,190 275,319,282 3,774,400,234 5,788,886 18,738,239
	7,998,372,352	7,624,334,966

23.1 These are non-interest bearing, are in normal course of business and are normally settled on terms of between 30 and 60 days.

23.2

This includes Nil (2024: Rs 1.6 million) payable to directors of the Company for attending board meetings.

23.3 All investments out of provident fund have been made in the listed equity and listed debt securities in accordance with the provisions of section 218 of the Companies Act, 2017 and the rules formulated for the purpose.

Note This includes payable to the following related parties: • Techvista Systems FZ-LLC • Visionet Systems Incorporation - USA • Techvista Information Technology W.L.L Qatar • Systems APAC for Information Technology • Systems Australia for Information Technology Pty. Limited • Systems Egypt for Information Technology • Visionet EMEA Limited UK • AtClose LLC (23.4.1) 23.4	2025 Rupees 2,802,577,081 - - - 7,710,832 - 225,866,696 -	2024 3,303,549,197 241,069,762 15,698,911 116,125,096 - 4,148,897 93,807,053 1,318
	3,036,154,609	3,774,400,234

23.4.1 These represent payable to related parties against expenses incurred by them on behalf of the Company. These are in the ordinary course of business and carry no interest.

24. Contract liabilities

These represent mobilization and other advances received from the customers against professional / software development services, licenses, license support services and other fees to be adjusted with the satisfaction of contracts.

ANNUAL REPORT 2025 169

25. Short term borrowings

From fnancial institutions - secured Export Finance Scheme (EFS) Habib Metropolitan Bank Limited Habib Bank Limited Bank Al Habib Limited Samba Bank Limited From Group entity - unsecured British American Tobacco SAA Services (Pvt)Limited Accrued mark-up on borrowings	Note (25.1) (25.2) (25.3) (25.4)	2025 Rupees 999,999,787 124,998,997 790,744,456 99,999,778	2024 999,999,857 180,058,083 99,741,307 -
	(25.5)	2,015,743,018 385,469,086	1,279,799,247 -
		2,401,212,104 14,248,275	1,279,799,247 9,395,836
		2,415,460,379	1,289,195,083

• 25.1 This represents islamic export finance scheme (IEFS) obtained against sub-limit of islamic export re-finance (IERF) of Rs 2,000 million (2024: 2000 million). The rate of mark-up is SBP EFS rate for tenor upto 180 days (2024: 90 days) which is 3% per anum (2024: 3% per anum). These borrowings are secured against first pari passu hypothecation charge of Rs 2,950 million (2024: 2,950 million) over Company’s current assets with 25% margin (2024: 25% margin).

• 25.2 This represents export finance scheme (EFS) availed as a sub-limit against the aggregate sanctioned limit of Rs 700 million (2024: 700 million). The rate of mark-up is SBP EFS rate for tenor upto 180 days (2024: 90 days) which is 3% per annum (2024: 3% per anum). These borrowings are secured against first pari passu hypothecation charge on Company’s current assets amounting to Rs 934 million with 25% margin (2024: 25% margin).

• 25.3 This represents running musharika islamic export finance scheme (IEFS) obtained against the aggregate sanctioned limit of Rs 1000 million (2024: Rs. 500 million). The rate of mark-up is SBP EFS rate for tenor upto 180 days (2024: 90 days) which is 3% per annum (2024: 3% per anum). These borrowings are secured against ranking hypothecation charge over current assets of the Company amounting Rs 1,334 million (2024: 667 million) with 25% margin to be registered with SECP (2024: 25% margin) which will be upgraded to first parri passu charge within 6 months from the date of approval.

• 25.4

• This represents export finance scheme (EFS) obtained during the year against the aggregate sanctioned limit of Rs 500 million (2024: Nil). The rate of mark-up is SBP EFS rate for tenor upto 180 days which is 3% per annum. These borrowings are secured against ranking charge of Rs.666.67 million over current assets of the company, which will be upgraded to Pari Passu within 180 days from the date of disbursement ie 30 December, 2025.

• 25.5 This represents an unsecured loan obtained from British American Tobacco SAA Services (Pvt) Limited for working capital requirements. The loan carry mark-up at the rate of one-year Kibor (2024: Nil) on the outstanding balance to be repaid within one year from date of disbursement.

26. Contingencies and commitments

26.1 Contingencies

Income tax

26.1.1

Tax Year 2017 – under section 161

The Deputy Commissioner Inland Revenue (the “DCIR”) issued order dated November 29, 2018 under section 161(1A) of the Income Tax Ordinance, 2001 (the “Ordinance”) for the tax year 2017 whereby tax amounting to Rs 6.53 million for non-deduction of withholding tax was levied. The Company preferred an appeal before Commissioner Inland Revenue (Appeals) [“CIR(A)”], which was decided against the Company through order dated March 11, 2019. Being aggrieved, the Company filed an appeal before the Appellate Tribunal Inland Revenue (“ATIR”), which is pending adjudication. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

26.1.2 Tax Year 2016 - under section 177

The Deputy Commissioner Inland Revenue (‘DCIR’) issued a show cause notice under section 122 on the basis of audit of undertaking filed under clause 94 part IV of Second Schedule to the Income tax ordinance, 2001 (the ‘Ordinance’), which was duly replied by the Company. Consequently, the DCIR passed an order dated June 30, 2022 under section 122/177 of the Ordinance and has raised the income tax demand of Rs 29 million on issue of proration of certain expenses. The Company filed an appeal before the Commissioner Inland Revenue (Appeals) who through order dated February 7, 2023, remanded back the matter to the assessing officer for fresh consideration. Both the Company and the department have filed an appeal before the honorable ATIR which has not been fixed for hearing till date. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

26.1.3

Tax Year 2014 - under section 122(5A)

The Deputy Commissioner Inland Revenue (“DCIR:) issued an order dated March 28, 2016 under section 122(5A) of the Ordinance for tax year 2014, on the basis of wrong proration of expenses and capital gains and created an aggregated demand of Rs 48.59 million. The company preferred an appeal against the order, before the CIR(A) who decided the case in favor of the Company. However, the tax department has filed second appeal before the ATIR, which is pending adjudication. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

ANNUAL REPORT 2025 170

26.1.4 Tax Year 2022 - under section 4C

The Deputy Commissioner Inland Revenue (“DCIR:) issued an order dated January 30, 2025 under section 4C of the Ordinance for tax year 2022, on the basis of incorrect computation of income under the said section and created an aggregated demand of Rs 23.22 million. The company requested for the rectification of the subject order u/s 221 of the Ordinance by providing a detailed reply, however, no rectification order has been passed by the learned DCIR till date. The Company is to prefer an appeal against the order, before the CIR(A). Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

• 26.1.5

Tax Year 2018 - under section 122(1)

The Assistant Commissioner Inland Revenue (the “ACIR”) issued an order dated June 29, 2024 under section 122 of the Income Tax Ordinance, 2001 (the “Ordinance”) for tax year 2018 whereby the expense pertaining to bad debts aggregating to Rs 60.09 million was disallowed for the said tax year under section 29 read with section 174(2) of the Ordinance and further ordered that the initial allowance on office equipment claimed by the Company in the income tax computation for the said tax year is not in line with the Ordinance and hence, tax depreciation of Rs 19.84 million was disallowed. The Company preferred an appeal against the order, before the Appellate Tribunal Inland Revenue ( the “ATIR”) who decided the case in favor of the Company through its order dated November 25, 2024 under section 122(1) of the Ordinance saying ACIR has erred in disallowing bad debts written off amounting to Rs 60.09 million without appreciating the underlying legal and factual position and that the office equipment is eligible for the initial allowance claimed by the Company. The Commissioner Inland Revenue [“CIR”] filed an appeal against this order in the Honorable Lahore High Court, which is pending adjudication. Based on the view of its legal counsel and as decision of ATIR in place already in favor of the Company, the management expects a favorable outcome in this regard.

Sales tax

26.1.6

Tax Period from January 2016 to December 2016

The Company was selected for Sales Tax Audit through computer ballot for the tax period January 2016 to December 2016 and on the basis of audit proceedings, the DCIR passed order dated July 30, 2020 under section 11(2) of the Sales Tax Act, 1990 on various issues including suppression of sales, non-chargeability of sales tax on advance from customers, other income, late filing of sales tax returns etc. and created impugned sales tax demand amounting to Rs 655.84 million. Being aggrieved, the Company preferred an appeal before the CIR(A).

During the year 2021, the CIR(A) vide order dated January 29, 2021 annulled the demand of Rs 651.44 million with the direction to reassess the matters and confirmed the balance demand of Rs 3.70 million against which the Company has preferred an appeal before ATIR. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

• 26.1.7 Guarantees issued by the financial institutions on behalf of the Company amount to Rs 879.88 million (2024: Rs 682.28 million). This includes guarantee of Nil (2024: Rs 77.38 million) given on behalf of UUS Joint Venture (Private) Limited, a joint operation of the Company.

• 26.2 Commitments

• 26.2.1 The Company has commitments in respect of short-term lease rentals against properties of Rs 26.54 million (2024: Rs 43.39 million).

• 26.2.2 The Company has availed facilities for opening letters of credits amounting to Rs 80.67 million (2024: Rs 18.70 million) as at year end. These are secured by lien over import documents.

27. Revenue from contracts with customers - net

27.1

Disaggregated Revenue Information

Set out below is the disaggregation of the Company’s revenue from contracts with customers:

Note 2025

Type of goods or services Outsourcing services: Business process outsourcing IT services Software and hardware trading Software implementation Less: Sales tax Total revenue from contracts with customers (27.1.1) Timing of revenue recognition - net Goods and services transferred at a point in time Goods and services transferred over time Total revenue from contracts with customers	Local Export
	10,893,945,874 33,336,661,621 44,230,607,495

ANNUAL REPORT 2025 171

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Note	2024
Type of goods or services Outsourcing services: Business process outsourcing IT services Software and hardware trading Software implementation Less: Sales tax Total revenue from contracts with customers Timing of revenue recognition - net Goods and services transferred at a point in time Goods and services transferred over time Total revenue from contracts with customers (27.1.1)	Rupees Local Export Total 685,935,314 3,459,026,370 3,573,828,426 1,590,156,011 (1,034,766,096) 953,079,956 28,639,792,160 231,219,315 428,712,096 - 1,639,015,270 32,098,818,530 3,805,047,741 2,018,868,107 (1,034,766,096)
	8,274,180,025 30,252,803,527 38,526,983,552
	2,341,477,848 5,932,702,177 223,204,924 30,029,598,603 2,564,682,772 35,962,300,780
	8,274,180,025 30,252,803,527 38,526,983,552

27.1.1 This represents sales tax chargeable under provincial and federal sales tax laws on revenue as defined under relevant laws.

27.2 The amount of revenue recognized from amounts included in contract liabilities at the beginning of the year is Rs 644.7 million (2024: Rs 31.81 million).

27.3 Transaction prices of remaining performance obligations

The transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) is as follows:

Within one year

2025 Rupees 1,866,271,215	2024 1,709,690,764

27.4 The Company makes sales against credit terms. In case of credit sales for all revenue streams, payment is generally due within 90-120 days from the date of billing to the customer.

28. Cost of revenue

Note Salaries, allowances and amenities Purchase of software and hardware Technical consultancy Printing and stationery Computer supplies Rent, rates and taxes Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Entertainment Fee and subscriptions Insurance Depreciation of property and equipment Amortization Advertisement & publicity Depreciation of right-of-use asset Legal and professional Others (28.1) (6.1.3) (7.4) (9.2)	2025 Rupees 25,824,220,656 3,011,359,342 629,829,973 21,039,830 20,546,745 63,770,424 136,812,967 210,868,070 19,303,077 160,377,467 732,449,054 59,787,702 734,298,300 22,569,459 541,768,731 17,839,176 5,277,490 137,712,728 1,758,750 39,013,522	2024 22,799,997,915 2,717,636,230 471,082,507 942,062 23,049,328 58,575,400 196,989,598 217,944,246 7,763,897 210,595,758 719,316,013 2,998,947 620,445,351 16,424,250 633,898,305 2,962,704 11,800 136,780,483 - 6,260,496
	32,390,603,463	28,843,675,290

28.1 This includes employees retirement benefit expense amounting to Rs 1,439.03 million (2024: Rs 1,254.33 million) and share based payment expense amounting to Rs 137.82 million (2024: Rs 211.69 million).

ANNUAL REPORT 2025 172

29. Selling and distribution expenses

Note Salaries, allowances and amenities Technical consultancy Printing and stationery Computer supplies Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Insurance Fee and subscriptions Shows, seminars and advertising Depreciation of property and equipment Amortization Depreciation of right-of-use asset Entertainment Offce rent (29.1) (6.1.3) (7.4) (9.2)	2025 Rupees 785,497,644 22,393,142 587,703 1,332,878 5,240,987 58,931,290 187,990 4,401,613 19,751,538 1,527,575 11,959,175 63,649,858 14,213,387 - 2,421,332 10,474,413 619,951 1,003,190,476	2024 583,172,578 3,959,413 787,374 524,317 6,163,258 66,170,748 125,975 5,430,537 21,045,979 717,442 12,930,203 34,108,338 8,602,740 54,824 1,722,000 2,913,978 -
		748,429,704

29.1 This includes employees retirement benefit expense amounting to Rs 35.92 million (2024: Rs 36.29 million) and share based payment expense amounting to Rs 20.32 million (2024: Rs 16.74 million).

30. Administrative expenses

Administrative expenses
Note Salaries, allowances and amenities Printing and stationery Computer supplies Rent, rates and taxes Electricity, gas and water Traveling and conveyance Repair and maintenance Offce supplies Postage, telephone and telegrams Vehicle running and maintenance Legal and professional Auditors’ remuneration Entertainment Donations Fee and subscriptions Insurance Depreciation of property and equipment Depreciation of right-of-use asset Amortization Others (30.1) (30.2) (30.3) (6.1.3) (9.2) (7.4)	2025 Rupees 1,511,528,444 14,714,737 24,297,208 41,564,598 29,927,243 86,336,815 63,725,026 43,041,706 95,114,846 90,056,160 62,029,151 35,670,230 33,056,893 69,290,304 394,391,166 6,972,845 117,559,791 12,344,650 - 3,109,004	2024 1,341,913,319 18,193,245 21,926,045 44,948,016 32,531,653 74,128,962 136,716,539 52,101,809 73,660,250 99,863,982 42,312,561 23,069,313 10,109,672 67,722,000 347,947,746 6,798,752 102,702,835 11,987,685 322,459 2,558,109
	2,734,730,817	2,511,514,592

30.1 This includes employees retirement benefit expense amounting to Rs 79.60 million (2024: Rs 70.63 million) and share based payment expense amounting to Rs 118.25 million (2024: Rs 110.83 million).

ANNUAL REPORT 2025 173

30.2 Auditors’ remuneration

A.F.Ferguson & Co

Statutory audit fee Half yearly review Code of corporate governance Other certifications Tax services Out-of-pocket Other auditors Special purpose audit Other certifications

30.2.1	The above fees is exclusive of sales tax
30.3	This includes donations to the following parties:
	Pakistan Children’s Heart Foundation
	Million Smiles Foundation

30.2.1	2025 Rupees 11,500,000 2,500,000 400,000 800,000 14,093,949 1,640,367	2024 8,723,750 1,856,250 345,000 926,108 9,700,243 1,161,108
	30,934,316 4,000,000 735,914	22,712,459 - 356,854
	35,670,230	23,069,313
	2025 Rupees 12,000,000 18,000,000	2024 12,000,000 22,300,000

The directors of the Company or their spouses do not have any interest in the donees.

31. Research and development expenditure

Research and development expenditure
Note Salaries, allowances and amenities Technical consultancy Printing and stationery Computer supplies Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Insurance Fee and subscriptions Rent, rates and taxes Depreciation of property and equipment Amortization Depreciation of right-of-use asset Entertainment Offce Supplies (31.1) (6.1.3) (7.4) (9.2)	2025 Rupees 57,550,594 1,216,373 - 182,498 707,191 8,760,045 24,399 425,261 2,264,018 52,388 5,152,003 115,269 1,945,063 - 762,342 234,932 213,344	2024 80,111,572 5,527,332 18,500 107,447 528,659 851,755 35,147 876,827 2,191,778 12,305 3,467,385 88,305 3,080,858 21,691 864,087 4,452 4,150
	79,605,720	97,792,250

31.1 This includes employees retirement benefit expense amounting to Rs 4.38 million (2024: Rs 2.39 million) and share based payment expense amounting to Rs 1.72 million (2024: Rs 1.48 million).

31.2 Research and development expenditure include costs associated with ongoing projects aimed at developing innovative solutions and enhancing existing technologies. The projects include core banking system projects, artificial intelligence-driven tools, improvements to SAP-based systems, blockchain and metaverse applications.

32.

Impairment losses on financial assets

Impairment losses on fnancial assets
Note Allowance for ECLs • Contract assets • Trade debts • Loans, advances and other receivables • Security deposits (13.1.2) (14) (15)	2025 Rupees 227,057,806 (7,703,682) 150,343,896 2,000,000	2024 17,672,786 200,329,857 384,973,285 2,220,000
	371,698,020	605,195,928

174

ANNUAL REPORT 2025

33. Other income

Other income 33.
Finance costs Levy and taxation Note Proft on deposit accounts Proft on term deposit receipts and sukuks Income on mutual funds Exchange gain / (loss) Interest income from related parties Effect of discounting of long term security deposits Gain on disposal of property and equipment Gain on derivative fnancial instruments Others Guarantee commission Markup on borrowings Bank charges Finance cost on lease liabilities Levy Taxation (33.1) (6.1.4) (22) (35.1) (35.2) Dividend income Gain on mutual funds - Current year - Prior year Taxation - Current tax - current - Current tax - prior - Deferred This represents the following: Levy 33.1 35.1 35.2 35. 34.	2025 Rupees 69,065,394 7,087,562 198,151,511 301,877,669 383,655,352 3,946,806 30,481,573 12,447,617 17,706,823	2024 73,167,567 43,689,537 220,787,150 (220,091,599) 759,731,402 3,556,850 11,958,618 19,484,138 4,194,462
	1,024,420,307	916,478,125
	7,082,909 191,068,602	61,959,308 158,827,842
	198,151,511	220,787,150
	1,840,343 47,155,540 36,931,774 46,011,690	756,273 137,672,712 34,375,542 62,375,442
	131,939,347	235,179,969
	410,733,911 113,512,203	187,366,105 99,010,303
	524,246,114	286,376,408
	446,969,467 (36,235,556)	344,531,462 (157,165,357)
	410,733,911	187,366,105
	109,564,177 3,948,026 -	62,915,262 - 36,095,041
	113,512,203	99,010,303

ANNUAL REPORT 2025 175

Note Proft before taxation Tax on proft Tax effect of income under FTR and MTR Impact of super tax Prior year charge Deferred tax asset reversed during the year Reconciliation of tax charge for the year:	2025 Rupees 8,132,526,048	2024 6,214,307,479
	2,358,432,554 (2,358,432,554) 109,564,177 3,948,026 -	1,802,149,169 (1,802,149,169) 62,915,262 - 36,095,041
	113,512,203	99,010,303

35.3 Reconciliation of tax charge for the year:

• 35.4 The Company has not recorded any deferred tax asset of Rs 98.43 million (2024: Rs 99.61 million) on business loss of Rs 169.29 million (2024: 169.29 million) and deductible temporary differences of Rs 560.20 million (2024: Rs 592.48 million) on account of provisions, employee compensation reserve and other temporary differences as the Company expects that these deductible temporary differences may not be realized in future.

36. Transactions with related parties

The related parties of the Company comprise subsidiaries, associated companies, companies in which directors are interested, staff retirement funds and directors and key management personnel (Note 37). Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. All transactions with related parties have been carried out on mutually agreed terms and conditions. Amounts due from and to related parties are shown under respective notes to the unconsolidated financial statements. Other significant transactions with related parties are as follows:

Undertaking Relation Basis of relationship Nature of transaction Revenue Expenses incurred on behalf of the party by the Company Expense incurred on behalf of the company by the party Share options issued to employees of related party Consultancy fee by the party Payment of licenses made by the company on behalf of the party Payment of licenses made by the party on behalf of the company TechVista Systems FZ - LLC Sub-Subsidiary Wholly owned by subsubsidiary: Systems International IT Pte. Ltd.	2025 Rupees 8,464,843,584 482,204,188 491,373,627 63,782,915 53,989,562 204,700,479 -	2024
		6,972,707,069 481,726,148 1,183,940,432 64,092,568 3,266,781 - 111,352,368
Disbursements against loan Receipts against loan Finance income on loan Property and equipment sold tothe party during the year Oneload Processing Systems (Private) Limited Associated company Wholly owned by Associate: E-Processing Systems B.V.	7,269,417 - 29,282,653 -	14,382,444 28,075,817 41,972,291 2,797,524

ANNUAL REPORT 2025 176

Undertaking Relation Basis of relationship Nature of transaction Disbursement against loan Receipts against loan Finance income on loan SUS - Joint Venture (Private) Limited Subsidiary 94.99% owned subsidiary	8,375,359 16,579,508 307,822 2025 Rupees	2024
		47,535,157 43,651,039 3,019,561
Revenue Expenses incurred on behalf of the party by the Company Expense incurred on behalf of the company by the party Visionet Systems Inc. Associated company Common shareholding of directors	12,804,152,453 169,069,204 210,355,649	11,491,396,490 308,892,792 318,363,208
Revenue Payment of licenses made by the company on behalf of the party Expenses incurred on behalf of the party by the Company Visionet Deutschland GmbH Associated company Common shareholding of directors	771,039,637 48,327,887 17,530,289	839,609,072 - 11,671,751
Expenses incurred on behalf of the party by the Company Interest income on advanced against shares not issued Shares issued by the related party on behalf of Systems International IT PTE ltd Assests transferred to Systems International PTE. ltd on behalf of the party Systems Ventures (Private) Limited Subsidiary Wholly owned	23,665,102 257,663,807 - -	5,112,399 395,527,700 668,602,840 457,344,976
Revenue Share options issued to employees of related party Interest income Expenses incurred on behalf of the party by the Company Systems Australia for Information Technology Pty Limited Sub-Subsidiary Wholly owned by sub- subsidiary: TechVista Systems FZ LLC	113,041,464 67,078 2,830,852 3,541,962	81,461,229 8,078,197 10,284,251 29,497,985
Contribution Payments made on behalf of the party by the Company Systems Limited Employee’s Provident Fund Staff retirement fund Staff retirement fund	1,573,496,878 773,000,203	1,394,742,412 648,870,376
Revenue Share options issued to employees of related party Expenses incurred on behalf of the party by the Company Interest income Payment of licenses made by the company on behalf of the party Expense incurred on behalf of the company by the party TechVista Information Technology W.L.L. Subsidiary Management Control	837,722,389 1,388,012 68,347,717 9,382,846 8,442,993 42,672,534	734,320,058 1,674,136 35,375,085 - - 37,541,261 879,729,575 8,502,929 - 103,299,289
Revenue Expenses incurred on behalf of the party by the Company Consultancy fee by the party Expense incurred on behalf of the company by the party Visionet EMEA Limited Associated company Common shareholding of directors	920,398,586 9,327,007 90,514,689 39,186,219

ANNUAL REPORT 2025 177

Undertaking Relation Basis of relationship Nature of transaction Expense incurred on behalf of the company by the party Receipts held on behalf of Systems Limited Interest income Expenses incurred on behalf of the party by the Company National Data Consultants (Private) Limited Subsidiary Wholly owned	Rupees 2025 53,929,672 - 56,156,331 247,617,683	2024
		2,507,276,660 26,496,983 98,116,079 453,464,982 - 12,223,372 381,310 2,056,978 2,123,183 896,374,527 1,008,625 58,983,264 - 162,452,034 2,270,021 35,778,410 8,622,585 - 2,385,373 789,430,851 12,099,667 - 7,211,210 29,710,489 726,032,724 197,509,127 400,279,296
Revenue Share options issued to employees of related party Interest income Expenses incurred on behalf of the party by the Company Payment of licenses made by the company on behalf of the party Expense incurred on behalf of the company by the party Systems Arabia for Information Technology Sub-Subsidiary Wholly owned by sub-subsidiary: Systems International IT Pte. Ltd.	3,010,965,731 34,853,335 18,387,228 463,227,424 45,356,577 20,647,071
Revenue Expenses incurred on behalf of the party by the Company Share options issued to employees Systems Africa for Information Technologies Pty. Ltd. Sub-Subsidiary Wholly owned by sub- subsidiary: Systems International IT Pte. Ltd.	28,725,572 - -
Revenue Share options issued to employees of related party Expenses incurred on behalf of the party by the Company Payment of licenses made by the party on behalf of the company Expense incurred on behalf of the company by the party Systems APAC for Information Technology Pte. Ltd. Sub-Subsidiary Wholly owned by sub- subsidiary: Systems International IT Pte. Ltd.	1,174,880,729 2,187,772 120,188,971 70,297,241 22,691,561
Revenue Expenses incurred on behalf of the party by the Company Consultancy fee by the party Expenses incurred on behalf of Company by the party Share options issued to employees of the subsidiary SYS Egypt for Information Technology Services Sub-Subsidiary Wholly owned by sub- subsidiary: Systems International IT Pte. Ltd.	7,483,423 18,294,174 11,599,613 3,065,789 3,400,878
Revenue Interest income Expense incurred on behalf of the company by the party Expenses incurred on behalf of the party by the Company National Data Consultancy FZE Sub-Subsidiary Wholly owned by sub- subsidiary: Systems International IT Pte. Ltd.	480,330,492 5,862,158 873,425 68,295,328

ANNUAL REPORT 2025 178

Revenue Expenses incurred on behalf of the party by the company Visionet Canada Inc. Associated company Common shareholding of directors Undertaking Relation Basis of relationship Nature of transaction	Rupees 36,019,299 1,340,585 2025	2024
		8,027,621 52,734
Revenue Expenses incurred on behalf of the party by the Company Systems lnformation Technology Malaysia SDN. BHD. Sub-Subsidiary Wholly owned by sub- subsidiary: Systems International IT Pte. Ltd.	89,159,672 31,779,273	8,644,264 -
Revenue Expenses incurred on behalf of the party by the Company AtClose Associated company Common shareholding of directors	- 200,000	310,280,397 -
Revenue Expenses incurred on behalf of the party by the Company PartnerLinQ, Inc. Associated company Common shareholding of directors	1,567,082,796 7,852,949	1,475,756,319 9,327,684
Revenue Interest income Expenses incurred on behalf of the party by the Company Sys Bahrain for lnformation Technology WLL Sub-subsidiary Wholly owned by sub- subsidiary: Systems International IT Pte. Ltd.	258,575,942 3,839,901 94,965,206	153,667,552 1,202,726 31,142,804
Loan repaid/ expenses incurred on behalf of the party by the Company Loan received during the year British American Tobacco SAA Services (Private) Limited Subsidiary Wholly owned	54,530,914 440,000,000	- -
Revenue Salesfo (Private) Limited Associated company 20% Shareholding owned by Systems Ventures Private Limited	2,869,565	-
Disbursement against loan Receipts against intercompany loan Finance income on loan UUS Joint Venture (Private) Limited Joint Operations Joint Operations	- 116,000,000 31,100,309 7,607,234.00 - 40,538,306.00
Salaries and other benefts Key management personnel - note 36.2 Key management personnel Key management personnel	286,765,747 307,960,996

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ANNUAL REPORT 2025 179

36.1 The Company has entered into transactions, agreements or arrangements in place during the year with the following subsidiaries, joint ventures and associated companies incorporated outside Pakistan:

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Name of
Company
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Details
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Country of
incorporation
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Registered Address
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Basis of Association
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Percentage of
shareholding
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	incorporation	Registered Address	Basis of Associatio	n shareholding
Systems Arabia for	Kingdom of Saudi	6499 Saeed Ibn Zaid Road, 2498	Sub-Subsidiary	-
Information Technoloy	Arabia	Qurtubah, Riyadh, 13248,Kingdom
		of Saudi Arabia.
TechVista Systems FZ	UAE	404, Dubai Hills Business park	Sub-Subsidiary	-
- LLC		3, Emaar Hills Estate PO BOX
		500497 Dubai, UAE
Systems Australia for	Australia	Level 22, 2 Market St, Sydney NSW	Sub-Subsidiary	-
Information Technology		2000, Australia
Pty Limited
		D83A, Menara suezcap 1,KL	Sub-Subsidiary	-
Systems Information	Malaysia	Gateway, 59200,
Technology Malaysia		Kuala Lumpur
Systems Bahrain for	Bahrain	Shop #211, Building #85, Road	Sub-Subsidiary	-
Information Technology		1802, Block #318, AL Hoora District
WLL		Manama, Kingdom of Bahrain
Systems APAC for	Singapore	36 Robinson Road, #20-01 City	Sub-Subsidiary	-
Information Technology		House, Singapore 068877.
Pte. Ltd.
Systems International IT	Singapore	36 Robinson Road, #20-01 City	Sub-Subsidiary	-
Pte. Ltd.		House, Singapore 068877.
SYS Egypt for Information	Egypt	Building B 2116, the Smart Village,	Sub-Subsidiary	-
Technology Services		28 Kms, Cairo-Alexandria Desert
		Road, Giza, Egypt
Systems Africa for	South Africa	119 Witch Hazel Avenue, Highveld	Sub-Subsidiary	-
Information Technologies		Technopark, Centurion, Gauteng
Pty. Ltd.
National Data	UAE	ELOB Offce No. E-32G-02,	Sub-Subsidiary	-
Consultancy FZE		Hamriyah Free Zone, Sharjah, UAE
		P.O Box 42741.
Visionet Deutschland	Germany	Maximilian street 13, 80539,	Associate	-
GmbH		Munchen, Germany
Visionet Systems Inc.	USA	Cedarbrook Corporate Center,	Associate
		4 Cedarbrook Drive, Bldg. B		-
		Cranbury, NJ 08512-3641
Visionet EMEA Limited	UK	Wellington Way, Brooklands	Associate
		Business Park, Weybridge, Surrey		-
		KT13 0TT, GB
E-Processing Systems	Netherlands	Edvard Munchweg 14 B, 1328 MA	Associate	34.3%
B.V.		Almere
TechVista Information Technology W.L.L.	Qatar	TechVista IT WILL, Head Offce Palm Towers B, Floor 41, Westbay,	Subsidiary	34% (management control)
		Doha, Qatar
Visionet Canada Inc.	Canada	2425 Matheson Blvd	Associate	-
		E,Mississauga,ON
		L4W5K4,Canada
PartnerLinQ Inc.	USA	Cedarbrook Corporate Center,	Associate	-
		4 Cedarbrook Drive, Bldg. B
		Cranbury, NJ 08512-3641
AtClose LLC	USA	Cedarbrook Corporate Center,	Associate	-
		4 Cedarbrook Drive, Bldg. B
		Cranbury, NJ 08512-3641

36.2 This represents remuneration of the Chief Executive Officer, executive and non-executive directors and some of the executives that are included in the remuneration disclosed in note 37 to these unconsolidated financial statements.

180

ANNUAL REPORT 2025

36.3 The key management personnel with whom the Company had entered into transactions or had arrangements/ agreements in place during the year have been disclosed below:

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Name Designation % age of shareholding in the Company
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Name	Designation	% age
Aezaz Hussain	Director	2.97%
Arshad Masood	Director	13.09%
Zubyr Soomro	Director	0.00%
Omar Saeed	Director	0.00%
Maheen Rehman	Director	0.00%
Romana Abdullah	Director	0.00%
Muhammad Asif Peer Roohi Khan Asif Akram	Chief Executive Offcer Chief Financial Offcer Chief Operational Offcer	7.06% 0.03% 0.13%
Zeeshan Khawar	Chief Internal Auditor	0.00%
Toima Asghar	Chief Human Resource Offcer	0.04%

37. Remuneration of chief executive officer, directors and executives

The aggregate amounts charged in the unconsolidated financial statements for the year for remuneration including certain benefits to the Chief Executive Officer, Directors and Executives of the Company are as follows :

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		Chief Executive Offcer Non Ex
Number of persons Managerial remuneration Retirement benefts Bonus Fees (37.2) Note		1 1 2025 2025 2024 NOS

• 37.1 In addition to the above remuneration, the Chief Executive Officer and certain executives are also provided with company maintained cars, free medical and mobile phone facilities in accordance with their entitlement.

• 37.2 Fees represent the amounts paid to non executive directors for attending meetings of the Board and its sub-committees.

• 37.3 During the year, the Chief Executive Officer and other executives were granted 2,375,000 (2024:2,499,570) and 3,730,000 (2024: 8,465,000) share options respectively, which have a vesting period of two years. Further, the impact of benefits available to the Chief Executive Officer and other executives recognized by the Company on account of share-based payment plans aggregated to Rs 43.20 million (2024: Rs 33.09 million) and Rs 66.13 million (2024: Rs 110.65 million), respectively.

• 37.4 During the current year, the chief executive officer and certain executives of the Company exercised stock option under employee stock option scheme according to which 1,738,185 (2024:3,000,000) and 5,468,000 (2024:3,856,250) shares respectively were issued to them.

• 37.5 During the year, vehicles costing Rs 91.42 million were provided to Chairman of the Company and Rs 39.8 million were provided to other executives.

38.

Reconciliation of liabilities arising from financing activities

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Opening Cash Other Closing balance
balance as at as at December
January 1, 2025 flows changes 31, 2025
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	Opening balance as at January 1, 2025	Cash fows	Other changes	Closing balance as at December 31, 2025
Short term borrowings	1,289,195,083	1,121,412,857	4,852,439	2,415,460,379
from fnancial institutions -
secured including accrued
mark-up on borrowings
	Opening balance as at January 1, 2024	Cash fows	Other changes	Closing balance as at December 31, 2024
Short term borrowings	2,119,000,000	(743,107,221)	(86,697,696)	1,289,195,083
from fnancial institutions -
secured including accrued
mark-up on borrowings

During the year, the Company declared final dividend of Rs 1,758.70 million (2024:1,749.02 million) as disclosed in statement of changes in equity against which payment of Rs 1,751.32 million (2024:1,737.36 million) has been made. The remaining amount of Rs 7.38 million (2024:11.66 million) is transferred to unclaimed dividend.

ANNUAL REPORT 2025 181

39. Earnings per share - basic and diluted

Earnings per share is calculated by dividing the net profit for the year by weighted average number of shares outstanding during the year as follows:

Diluted earnings per share Proft for the year Proft for the year Weighted average number of ordinary shares outstanding during the year Basic earnings per share (Rupees) Weighted average number of ordinary shares - basic Effect of share options Weighted average number of ordinary shares - diluted Diluted earnings per share (Rupees)	2025 8,019,013,845 Rupees	2024
		6,115,297,176
	1,468,907,491 1,459,998,235 (Number of shares) (Restated)
	5.46	4.19
	8,019,013,845 Rupees
		6,115,297,176
	1,468,907,491 14,100,326 1,459,998,235 10,127,040 (Number of shares)
	1,483,007,817 1,470,125,275
	5.41 4.16

39.1 Diluted earnings per share

40. Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company’s overall risk management policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

40.1

Risk management framework

The Board of Directors has overall responsibility for establishment and oversight of the Company’s risk management framework. The executive management team is responsible for developing and monitoring the Company’s risk management policies. The team regularly meets and any changes and compliance issues are reported to the Board of Directors through the audit committee.

Risk management systems are reviewed regularly by the executive management team to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees compliance by management with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

40.2 Market risk

(a) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises mainly from future commercial transactions and recognized assets and liabilities. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the Company’s functional currency.

Monetary items, including financial assets and financial liabilities, denominated in currency other than functional currency of the Company are periodically restated to Pak rupee equivalent and the associated gain or loss is taken to the unconsolidated statement of profit or loss.

Currently, the Company’s foreign exchange risk exposure is restricted to contract assets, trade debts, other receivables, other payables and bank balances. The Company’s exposure to currency risk is as follows:

ANNUAL REPORT 2025 182

	2025		2024
USD
Trade debts	69,137,034		62,548,067
Bank balance	3,064,305		764,329
Other receivable	1,164,738		2,233,185
Contract assets	5,166,038		3,441,773
Other payable	(10,034,937)		(10,009,413)
	68,497,178		58,977,941
AUD
Trade debts	-		272,705
	-		272,705
AED
Trade debts	10,342,849		10,282,594
Contract assets	59,859		39,709
Other payable	-		(11,959,700)
	10,402,708		(1,637,397)
QAR
Trade debts	365,061		365,062
Other receivable	-		233,766
	365,061		598,828
GBP
Trade debts	1,962,624		1,807,899
Contract assets	100,163		71,596
Other payable	(602,338)		(268,867)
	1,460,449		1,610,628
EUR
Trade debts	225,431		1,895,969
Contract assets	33,812		25,414
Other receivable	249,245		119,232
	508,488		2,040,615
CAD
Trade debts	117,921		73,462
Other receivable	6,866		259
	124,787		73,721
SAR
Trade debts	122,728		122,728
Other receivable	-		2,363,666
	122,728		2,486,394

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ANNUAL REPORT 2025 183

The following analysis demonstrates the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant, of the Company’s profit before tax:

Changes in Rate USD AUD AED QAR GBP EUR CAD SAR +10% -10% +10% -10% +10% -10% +10% -10% +10% -10% +10% -10% +10% -10% +10% -10%

1,774,031,894 (1,774,031,894) - - 78,895,252 (78,895,252) 2,805,494 (2,805,494) 51,305,907 (51,305,907) 15,609,720 (15,609,720) 2,550,521 (2,550,521) 916,655 (916,655) 1,546,349,062 (1,546,349,062) 4,715,888 (4,715,888) (12,715,818) 12,715,818 4,576,842 (4,576,842) 53,741,458 (53,741,458) 58,366,267 (58,366,267) 1,429,598 (1,429,598) 18,431,639 (18,431,639) 1,774,031,894 (1,774,031,894) - - 78,895,252 (78,895,252) 2,805,494 (2,805,494) 51,305,907 (51,305,907) 15,609,720 (15,609,720) 2,550,521 (2,550,521) 916,655 (916,655) 1,546,349,062 (1,546,349,062) 4,715,888 (4,715,888) (12,715,818) 12,715,818 4,576,842 (4,576,842) 53,741,458 (53,741,458) 58,366,267 (58,366,267) 1,429,598 (1,429,598) 18,431,639 (18,431,639) Effect on proft before tax Effect on proft before tax Effect on equity Effect on equity 2025 2024 Rupees

The following exchange rates were applicable during the year:

The following exchange rates were applicable during the year:
Reporting date rate:	2025	2024
USD	280.12	278.44
AUD	187.30	172.93
AED	76.28	75.82
QAR	76.85	76.43
GBP	377.17	349.19
EUR	328.85	289.63
CAD	204.39	193.92
SAR	74.69	74.13
Average rate:
USD	281.14	278.48
AUD	181.20	183.62
AED	76.55	75.82
QAR	77.16	76.41
GBP	371.39	355.74
EUR	317.88	301.23
CAD	201.08	203.28
SAR	74.95	74.20

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ANNUAL REPORT 2025 184

(b) Interest rate risk

Interest rate risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company mitigates its risk against the exposure by focusing on short-term investment and maintaining adequate bank balances.

At the unconsolidated statement of financial position, the interest rate profile of the Company’s interest-bearing financial instruments was:

Fixed rate instruments Financial assets Short term investments Variable rate instruments Financial assets Bank balances - deposit accounts Loans, advances and other receivables Financial liabilities Short term borrowings	2025 77,382,800 Rupees	2024 177,382,800
	77,382,800 1,687,934,314 1,299,559,300 2,987,493,614 2,401,212,104	177,382,800 897,842,986 2,457,296,683 3,355,139,669 1,279,799,247
Net exposure	586,281,510	2,075,340,422

Fair value sensitivity analysis for fixed rate instruments

The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rate at the date of unconsolidated statement of financial position would not affect the profit or loss of the Company.

Cash flow sensitivity analysis for variable rate instruments

The impact of changes in average effective interest rate for the year is given below:

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decrease in rate
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Effect on profit
before tax
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Effect on Equity
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		Increase/ decrease in rate	Effect on proft before tax	Effect on Equity
Financial assets
	2024	+1	33,551,397	33,551,397
		-1	(33,551,397)	(33,551,397)
	2025	+1	29,874,936	29,874,936
		-1	(29,874,936)	(29,874,936)
Financial liabilities
	2024	+1	(12,797,992)	(12,797,992)
		-1	12,797,992	12,797,992
	2025	+1	(24,012,121)	(24,012,121)
		-1	24,012,121	24,012,121

(c) Other price risk

Price risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instrument traded in the market. There is other price risk of changes in the fair value of investment in mutual funds as a result of changes in the levels of net asset value of units held by the Company. As at December 31, 2025, had there been increase / decrease in net asset value by 1%, with all other variables held constant, the profit before tax for the year and equity would have been higher / lower by Rs 1.91 million (2024: Rs 1.59 million) and Rs 1.36 million (2024: 1.13 million).

ANNUAL REPORT 2025 185

40.3 Credit risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counter-parties failed completely to perform as contracted. The Company does not have significant exposure to any individual third party. The management also continuously monitors the credit exposure towards the customers and makes allowance for ECLs against those balances considered doubtful of recovery. Outstanding customer receivables are regularly monitored.

Concentration of credit risk arises when a number of counterparties are engaged in similar business activities or have similar economic features that would cause their abilities to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration of credit risk indicates the relative sensitivity of the Company’s performance to developments affecting a particular industry.

The credit risk on liquid funds is limited because the counter parties are banks and mutual funds with reasonably high credit ratings. The Company believes that it is not exposed to major concentration of credit risk as its exposure is spread directly or indirectly over a large number of counter parties and subscribers in case of trade debts.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows:

Interest free loans to employees Contract assets Trade debts Trade deposits Long term deposits Loans, advances and other receivables Short term investments Bank balances Not Past Due Past due 0-90 days Past due 91-180 days Past due 181-270 days Past due 271-360 days Past due 361 days and above The aging of trade debts at the reporting date is: (14)	2025 836,206,517 2,568,422,732 21,581,220,402 35,565,444 85,290,200 2,466,088,692 77,382,800 2,795,710,355 Rupees	2024 843,121,097 1,580,821,570 20,281,646,836 95,841,377 74,061,160 3,117,237,351 177,382,800 1,489,572,524
	30,445,887,142	27,659,684,715
	10,749,726,197 2,818,993,498 1,540,231,758 1,287,835,115 1,315,153,816 4,051,592,585	10,916,884,753 3,638,616,523 2,104,745,380 1,457,412,190 1,188,705,215 1,374,876,990
	21,763,532,969	20,681,241,051

Contract assets represents not past due balances as these are not invoiced to the customers.

As at year end, 48.10% of revenue (2024: 47.93%) were represented by two customers (2024: two customers) amounting to Rs 21,268 million (2024: Rs 18,464.10 million). More than 10% of the revenue came from each of these individual customers. The management believes that the Company is not exposed to customer concentration risk as these customers are related parties of the Company.

The Company has applied the IFRS’s simplified approach and has calculated ECLs based on lifetime expected credit losses except for cases otherwise disclosed. The Company has established a provision matrix that is based on the Company’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings or to historical information about counterparty default rate. The table below shows the bank balances and short term investments held with some major counterparties at the reporting date:

ANNUAL REPORT 2025 186

Bank balances Habib Metropolitan Bank Limited Bank Islami Pakistan Limited United Bank Limited Faysal Bank Limited Standard Chartered Bank (Pakistan) Limited FINJA Microfnance Bank Limited Meezan Bank Limited Habib Bank Limited MCB Bank Limited Allied Bank Limited Bank Al Habib Limited Samba Bank TDRs Habib Metropolitan Bank Limited A1+ A1 A1+ A1+ A1+ A3 A1+ A1+ A1+ A1+ A1+ A1 A1+ AA+ AA- AAA AA AAA BBB+ AAA AAA AAA AAA AAA AA AA+ PACRA PACRA VIS PACRA PACRA PACRA VIS VIS PACRA PACRA PACRA PACRA PACRA Particulars Short term Rating Long term Agency	Bank balances Habib Metropolitan Bank Limited Bank Islami Pakistan Limited United Bank Limited Faysal Bank Limited Standard Chartered Bank (Pakistan) Limited FINJA Microfnance Bank Limited Meezan Bank Limited Habib Bank Limited MCB Bank Limited Allied Bank Limited Bank Al Habib Limited Samba Bank TDRs Habib Metropolitan Bank Limited A1+ A1 A1+ A1+ A1+ A3 A1+ A1+ A1+ A1+ A1+ A1 A1+ AA+ AA- AAA AA AAA BBB+ AAA AAA AAA AAA AAA AA AA+ PACRA PACRA VIS PACRA PACRA PACRA VIS VIS PACRA PACRA PACRA PACRA PACRA Particulars Short term Rating Long term Agency	2,120,567,212 12,978,172 121,861,653 126,052,912 106,216,896 9,345,920 33,219,027 95,044,258 72,565,507 4,161,589 92,697,430 999,779 879,761,805 7,660,184 25,588,506 20,911,781 88,850,957 1,590,997 7,045,212 280,867,859 80,003,021 4,939,783 2,170,169 - 2025 2024 Rupees	2024
		2,795,710,355 1,399,390,274
	A1+ AA+ PACRA	77,382,800 177,382,800 -
		77,382,800 177,382,800

Except disclosed otherwise, the expected loss rates of trade debts are based on the payment profiles of sales over a period of 36 months before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Company has identified the GDP and the consumer price index of the countries in which it sells its services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.

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Local private customers Local government customers Export customers Total
December 31, 2025
Rupees Rupees Rupees Rupees
Not Past Due 0.44% 924,065,980 4,044,029 5.02% 183,715,308 9,214,037 0.05% 4,228,164,970 2,109,004 5,335,946,258 15,367,070
Past due 0-90 days 3.89% 86,342,429 3,355,861 17.17% 30,048,518 5,159,199 0.01% 14,859,183 1,353 131,250,130 8,516,413
Past due 91-180 days 13.30% 21,778,723 2,897,059 0.00% - - 0.00% - - 21,778,723 2,897,059
Past due 181-270 days 32.27% 14,705,937 4,745,901 0.00% - - 62.45% 6,511,163 4,066,222 21,217,100 8,812,123
Past due 271-360 days 98.14% 2,175,408 2,135,020 86.83% 20,344,162 17,665,523 0.00% - - 22,519,570 19,800,543
Past due 361 days & above 100.00% 16,845,744 16,845,744 100.00% 947,277 947,277 100.00% 148,158 148,157 17,941,179 17,941,178
1,065,914,221 34,023,614 235,055,265 32,986,036 4,249,683,474 6,324,736 5,550,652,960 73,334,386
-
Subsidiaries [ 1] - - - 15,481,167,002 102,908,416 15,481,167,002 102,908,416
Financial institutions [2] 686,095,153 6,069,765 - - 45,617,854 - 731,713,007 6,069,765
Gross trade debts 1,752,009,374 40,093,379 235,055,265 32,986,036 19,776,468,330 109,233,152 21,763,532,969 182,312,567
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40.3.1

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Local private customers Local government customers Export customers Total
December 31, 2024
Rupees Rupees Rupees Rupees
Not Past Due 2.32% 851,007,369 19,728,052 7.07% 232,124,374 16,420,608 0.13% 4,779,311,398 6,352,387 5,862,443,141 42,501,047
Past due 0-90 days 11.97% 51,363,821 6,147,250 21.18% 42,113,604 8,921,103 0.00% 432,133,820 7,546 525,611,245 15,075,899
Past due 91-180 days 31.59% 15,375,590 4,857,271 38.50% 31,493,717 12,124,901 0.05% 140,144,463 73,507 187,013,770 17,055,679
Past due 181-270 days 72.40% 31,085,747 22,505,571 70.06% 7,444,613 5,215,609 6.05% 3,137,581 189,682 41,667,941 27,910,862
Past due 271-360 days 91.20% 26,359,555 24,039,328 98.02% 19,410,311 19,025,192 46.54% 3,376,229 1,571,368 49,146,095 44,635,888
Past due 361 days & above 100.00% 54,535,374 54,535,374 100.00% 25,291,425 25,291,425 100.00% 47,386,261 47,386,261 127,213,060 127,213,060
1,029,727,456 131,812,846 357,878,044 86,998,838 5,405,489,752 55,580,751 6,793,095,252 274,392,435
Subsidiaries [ 1] - - - - 12,775,516,918 108,999,831 12,775,516,918 108,999,831
Financial institutions [2] 1,112,628,881 16,201,949 - - - - 1,112,628,881 16,201,949
Gross trade debts 2,142,356,337 148,014,795 357,878,044 86,998,838 18,181,006,670 164,580,582 20,681,241,051 399,594,215
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• For subsidiaries, ECL is recognized on the basis of their ability to pay as disclosed in note 3.2.3.

• For financial institutions, ECL has been computed on the basis of their credit ratings issued by external credit rating agencies.

ANNUAL REPORT 2025 187

40.4

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure as far as possible to always have sufficient liquidity to meet its liabilities when due. The following are the contractual maturities of financial liabilities

The following are the contractual maturities of financial liabilities as at December 31, 2025:

	Carrying amount	Contractual cash fows	Less than one year	One to fve years	More than fve years
			Rupees
Lease Liabilities	465,991,241	546,548,834	221,992,083	324,556,751	-
Trade and other	6,842,124,655	6,842,124,655	6,842,124,655	-	-
payables
Unclaimed dividend	37,698,807	37,698,807	37,698,807	-	-
Short term borrowings	2,415,460,379	2,415,460,379	2,415,460,379	-
from fnancial					-
institutions - secured
	9,761,275,082	9,841,832,675	9,517,275,924	324,556,751	-

The following are the contractual maturities of financial liabilities as at December 31, 2024:

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Less than one year
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One to five years
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More than five years
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			Rupees
Lease Liabilities	451,053,321	531,103,523	203,231,522	327,872,001	-
Trade and other	6,912,169,494	6,912,169,494	6,912,169,494	-	-
payables
Unclaimed dividend	30,322,411	30,322,411	30,322,411	-	-
Short term borrowings	1,289,195,083	1,289,195,083	1,289,195,083	-	-
from fnancial
institutions - secured
Derivative fnancial	1,461,010	1,461,010	1,461,010	-	-
instruments
	8,684,201,319	8,764,251,521	8,436,379,520	327,872,001	-

40.5

Fair values of financial assets and liabilities

Fair value of available-for-sale financial assets is derived from quoted market prices in active markets, if available.

The carrying values of other financial assets and financial liabilities reflected in unconsolidated financial statements approximate their fair values. Fair value is determined on the basis of objective evidence at each reporting date.

40.6

Financial instruments by categories Assets as per unconsolidated statement of fnancial position Interest free loans to employees Contract assets Trade debts Trade deposits Loans, advances and other receivables Long term deposits Short term investments Derivative fnancial instruments Cash and bank balances		- - - - - - 4,742,767,189 10,986,607 - 836,206,517 2,568,422,732 21,581,220,402 35,565,444 2,466,088,692 85,290,200 77,382,800 - 2,795,747,449 836,206,517 2,568,422,732 21,581,220,402 35,565,444 2,466,088,692 85,290,200 4,820,149,989 10,986,607 2,795,747,449 Financial assets at fair value through proft or loss Financial assets at amortized cost Total 2025 Rupees
		4,753,753,796 30,445,924,236 35,199,678,032

ANNUAL REPORT 2025 188

Financial instruments by categories

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2024
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Financial assets at fair
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Financial assets at
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Total
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Rupees

Assets as per unconsolidated statement of financial position

Interest free loans to employees Contract assets Trade debts Trade deposits Loans, advances and other receivables Long term deposits Short term investments Cash and bank balances	- - - - - - 2,764,394,367 - 843,121,097 1,580,821,570 20,281,646,836 95,841,377 3,117,237,351 74,061,160 177,382,800 1,489,699,594 843,121,097 1,580,821,570 20,281,646,836 95,841,377 3,117,237,351 74,061,160 2,941,777,167 1,489,699,594
	2,764,394,367 27,659,811,785 30,424,206,152

Liabilities as per unconsolidated statement of fnancial position Lease liabilities Short term borrowings from fnancial institutions Unclaimed dividend Trade and other payables		- - - - 465,991,241 2,415,460,379 37,698,807 6,842,124,655 465,991,241 2,415,460,379 37,698,807 6,842,124,655 Financial liabilities at fair value through proft or loss Financial liabilities at amortized cost Total 2025 Rupees
		- 9,761,275,082 9,761,275,082

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2024
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Financial liabilities at fair
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Financial liabilities
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Liabilities as per unconsolidated statement of fnancial position Lease liabilities Mark-up accrued on short term borrowings Short term borrowings from fnancial institutions Unclaimed dividend Derivative fnancial instruments Trade and other payables		- - - - 1,461,010 - 451,053,321 9,395,836 1,279,799,247 30,322,411 - 6,912,169,494 451,053,321 9,395,836 1,279,799,247 30,322,411 1,461,010 6,912,169,494 Rupees
		1,461,010 8,682,740,309 8,684,201,319

40.7 Fair value hierarchy

The carrying value of all financial assets and liabilities reflected in the unconsolidated financial statements approximate their fair values. The table below analyses unconsolidated financial instruments carried at fair value by valuation method. The different level have been defined as follows:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable either, directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

ANNUAL REPORT 2025 189

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	Fair value measurement using	Fair value measurement using
As at December 31, 2025 Fair value through proft and loss Mutual fund units Derivative fnancial instruments As at December 31, 2024 Fair value through proft and loss Mutual fund units Derivative fnancial instruments	4,742,767,189 - - - - 10,986,607 4,742,767,189 10,986,607 “Quoted price in active market (Level 1)” “Signifcant observable inputs (Level 2)” “Signifcant unobservable inputs (Level 3)” Total Rupees
	4,742,767,189 10,986,607	- 4,753,753,796
	2,764,394,367 - - 1,461,010	- - 2,764,394,367 1,461,010
	2,764,394,367 1,461,010	- 2,765,855,377

40.7.1 There were no transfers between Level 1, Level 2 and Level 3 during 2025 and 2024.

40.7.2 Fair value of mutual funds is measured with reference to their respective net asset value.

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ANNUAL REPORT 2025 190

40.8 Capital risk management

The Company’s policy is to safeguard the Company’s ability to remain as a going concern and ensure a strong capital base in order to maintain investors’, creditors’ and market’s confidence and to sustain future development of the business. The Board of Directors monitors the returns on capital, which the Company defines as net operating income divided by total shareholders’ equity. The Company’s objectives when managing:

• A. to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

• B. to provide an adequate return to shareholders by pricing products.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares.

Consistent with the industry norms, the Company monitors its capital on the basis of gearing ratio. The ratio is calculated as net debt divided by total capital plus net debt. Net debt is calculated as total borrowings as shown in the statement of financial position less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the unconsolidated statement of financial position.

The debt-to-equity ratio is as follows:

Note Lease liabilities Trade and other payables Short term borrowings - secured Less: Cash and cash equivalents Net debt Total capital Capital and net debt Capital gearing ratio (22) (23) (25) (18)	2025 465,991,241 7,998,372,352 2,415,460,379 10,879,823,972 (2,820,455,769) Rupees	2025 465,991,241 7,998,372,352 2,415,460,379 10,879,823,972 (2,820,455,769) Rupees	2024
			451,053,321 7,527,762,995 1,289,195,083
			9,268,011,399 (1,589,699,594)
	8,059,368,203		7,678,311,805
	40,105,446,920		32,883,536,730
	48,164,815,123		40,561,848,535
	17%		19%

No changes were made in the objectives, policies or processes for managing capital during the year ended December 31, 2025 and December 31, 2024. In accordance with the terms of agreement with the lenders of short term borrowing facilities (as disclosed in note 25 to these financial statements), the Company is required to comply with financial covenants. The Company has complied with these covenants throughout the reporting period.

Shariah screening disclosure Long term investments Short term investments and interest accrued Short term borrowings - secured Bank balances Revenue from contracts with customers - net Other income • Proft on deposit accounts • Proft on term deposit receipts and sukuks • Income on mutual funds • Gain on derivates fnancial instruments • Mark-up paid • Exchange (loss) / gain • Gain/(loss) on disposal of property & equipment • Interest income from related parties • Others Mark-up on short term borrowings	2025 Rupees Conventional Shariah compliant 11,754,701,731 4,820,149,989 2,415,460,379 2,570,306,526 44,230,607,495 63,358,571 7,087,562 198,151,511 12,447,617 42,303,101 301,877,669 30,481,573 - 17,706,823 47,155,540 - - - 225,403,829 - 5,706,823 - - - - - - 383,655,352 - -	2024 Rupees Conventional Shariah compliant 8,218,812,981 2,941,777,167 1,107,815,077 1,077,765,177 38,526,983,552 26,577,975 42,593,263 220,787,150 15,326,054 140,579,216 (220,091,599) 11,958,618 - 4,194,462 78,369,398 - - 181,380,006 321,625,097 - 46,589,592 1,096,274 - 4,158,084 83,518,034 - - 759,731,402 - 59,303,314

40.9 Shariah screening disclosure

Relationship with Shariah–compliant financial institutions

The Company has relationships with banks, having Islamic window of operations, in respect of bank balances amounting to Rs 2,527.5 million (2024: Rs 1,077.77 million) and availed borrowing facilities amounting to Rs 2,015.74 million (2024: Rs 1,099.74 million). The Company also has relationships with Shariah compliant financial institutions, Asset Management Companies (AMCs), in respect of investment in mutual funds amounting to Rs 4,592.36 million (2024: Rs 2,764.39 million).

ANNUAL REPORT 2025 191

41. Number of employees

Total number of employees at the end of the year are as follows: Regular Contractual Average number of employees during the year are as follows: Regular Contractual	2025 2024 5,585 821 5,553 1,148
	6,406 6,701
	5,540 942 5,242 1,341
	6,482 6,583

42. Date of authorisation for issue

These unconsolidated financial statements were authorized for issue by the Board of Directors of the Company in their meeting held on April 6, 2026. The Board of Directors have the power to amend and re-issue the financial statements.

43. Subsequent events

Subsequent events after the reporting date other than those mentioned elsewhere in these financial statements are as follows:

• 43.1 The Board of Directors of the Company, in its meeting held on December 5, 2025, approved a proposal for the acquisition of Confiz Limited through a Scheme of Amalgamation under the applicable provisions of the Companies Act, 2017. The proposed transaction is to be effected through a share swap arrangement, whereby shareholders of the target company will be issued ordinary shares of the Company in accordance with the share exchange ratio specified in the approved scheme.

Pursuant to the said proposal, the Company obtained an initial order from the Honorable Court on January 26, 2026 directing the convening of a meeting of shareholders to consider and approve the proposed Scheme of Amalgamation. Accordingly, an Extraordinary General Meeting (EOGM) of the shareholders was held on February 27, 2026, in which the Scheme of Amalgamation was approved by the requisite majority.

As per the approved Scheme of Amalgamation, upon the scheme becoming effective and subject to final sanction of the Honorable Court which is still pending and completion of other regulatory formalities, all assets, liabilities and obligations of Confiz shall stand merged with, transferred to, vested in and be assumed by the Company from January 1, 2026, following which the Company will continue as the surviving entity.

As the shareholder approval and related court proceedings occurred after December 31, 2025 and do not provide evidence of conditions that existed at the reporting date, the proposed amalgamation represents a non-adjusting event after the reporting period in accordance with IAS 10. Accordingly, no adjustment has been made in these financial statements.

• 43.2 The Board of Directors in their meeting held on April 6, 2026 have proposed a final cash dividend for the year ended December 31, 2025 of Rs 2 (2024: Rs 6 pre split) per share for approval of the members at the Annual General Meeting to be held on May 11 2026. These financial statements for the year ended December 31, 2025 do not include the effect of this appropriation.

44.

Corresponding figures

Corresponding figures have been re-arranged, wherever necessary, for the purposes of comparison and better presentation as per reporting framework. However, no significant re-arrangement / reclassifications have been made in these unconsolidated financial statements except for

• Accrued markup on borrowings previously shown as a separate line item on the face of statement of financial 9,395,836 position is now classified within “Short term borrowings from financial institutions - secured”

• • Unwinding of discount on employee loans previously included in “Other Income” is now classified to “Salaries, allowances and amenities” within cost of sales where amortization of deferred employee benefits is recognized as follows: Cost of revenue 122,019,708

• • Withholding income tax payable previously net off in “Income tax refunds due from the government”is now 96,571,971 classified to “Withholding income tax payable” under “Trade and other payables”

45. General

Figures have been rounded off to the nearest of rupees, unless otherwise stated.

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(CHAIRMAN)

(CHIEF EXECUTIVE OFFICER)

(CHIEF FINANCIAL OFFICER)

192

ANNUAL REPORT 2025

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ANNUAL REPORT 2025 193

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Independent Auditor’s Report To the Members of Systems Limited

Opinion

We have audited the annexed consolidated financial statements of Systems Limited and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2025, and the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information and other explanatory information.

In our opinion, consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the accounting and reporting standards as applicable in Pakistan.

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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants as adopted by the Institute of the 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.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

A. F. FERGUSON & CO., Chartered Accountants, a member firm of the PwC network, 308-Upper Mall, Shahrah-e-Quaid-e-Azam, P.O. Box 39, Lahore-54000, Pakistan Tel: +92 (42) 35199343-50/Fax: +92 (42) 35199351

www.pwc.com/pk

KARACHI LAHORE ISLAMABAD

194

ANNUAL REPORT 2025

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Following is the Key audit matter:

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S.No.
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Key Audit Matters
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Revenue recognition

1.

The Group’s revenue is derived from multiple revenue streams, as referred to in Note 32 to the accompanying consolidated financial statements, including business processes outsourcing, IT services, software and hardware trading and software implementation. Each stream has its own revenue recognition policies based on the nature of revenue and underlying contractual arrangements as referred to in Note 5.8.

We consider revenue recognition as a key audit matter due to revenue being one of the key performance indicators of the Group with multiple revenue streams, inherent risk of material misstatement and significant increase in revenue from last year.

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How the matter was addressed in our audit
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Our audit procedures in relation to the matter, amongst others, included the following:

• Understood and evaluated the accounting policies with respect to revenue recognition;

• Understood and evaluated management controls over revenue recognition;

• Assessed the contracts on sample basis to identify distinct performance obligations;

• Performed testing of sample of revenue transactions with underlying documentation including sales invoices and where relevant, underlying time costs, licensing agreements and other supporting documents;

• Tested on a sample basis, specific revenue transactions recorded before and after the reporting date with underlying documentation to assess whether revenue has been recognized in the correct period;

• Agreed the revenue to related receipts on sample basis as evidence of collectability; and

• Assessed the adequacy of disclosures made in the financial statements related to revenue.

2. Business Combination

As disclosed in note 8.2 to the accompanying consolidated financial statements, on October 31, 2025, the Group acquired 100% control of British American Tobacco SAA Services (Private) Limited ‘BAT’ pursuant to a Share Purchase Agreement. The said acquisition represents purchase of 100% shares of the entity and has been accounted for as a business combination under International Financial Reporting Standard (IFRS) 3 ‘Business combinations’.

A purchase price allocation exercise has been performed by the management, assisted by an external expert. The primary element of the valuation exercise assessed the fair value of identifiable intangible assets in the form of customer relationship of Rs 2,557.3 million and resultantly, the Group has recognized a goodwill of Rs 20.34 million, in addition to the fair value of the net assets acquired.

We consider this as a key audit matter, since this is a significant transaction, and the calculations require judgments and estimation.

Our audit procedures in relation to the matter, amongst others, included the following:

• Examined relevant minutes of the meetings of those charged with governance and notice issued to the shareholders of the Group in relation to the acquisition to obtain an understanding of the transaction;

• Understood and evaluated the accounting policies with respect to the business combinations;

• Matched the purchase consideration with the share purchase agreement and the underlying supporting documents;

• Obtained an understanding of the work performed by the management for determining the fair values of net assets acquired including the involvement of management’s expert;

• Evaluated the professional qualification of management’s expert and assessed the independence, competence, and experience of the management’s expert in the field.

• Evaluated the management’s assessment of identification and completeness of the assets acquired;

• Involved internal specialist to assess the methodology adopted by management and its appointed expert for determining the fair values and to assess the reasonableness of the discount rates and terminal growth;

• Validated key assumptions used including the respective cashflows by reference to the underlying intangible; and

• Matched the underlying carrying values of net assets with the financial information of BAT and management’s expert report respectively;

• Considered the adequacy of the disclosures in accordance with the applicable financial reporting standards.

ANNUAL REPORT 2025 195

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Information Other than the Unconsolidated and Consolidated Financial Statements and Auditor’s Reports Thereon

Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the unconsolidated and consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and the Board of Directors for the

Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the accounting and reporting standards as applicable in Pakistan and Companies Act, 2017 and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 Group’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 and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’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 consolidated 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 Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

ANNUAL REPORT 2025 196

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We communicate with the Board of Directors 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 with 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 thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Asad Aleem Mirza.

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A. F. Ferguson & Co. Chartered Accountants Lahore Date: April 20, 2026 UDIN: AR202510128Tm86VISiC

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ANNUAL REPORT 2025 197

Consolidated Statement of Financial Position As at December 31, 2025

Non-current assets Property and equipment Intangibles Long term investments Investment in associates Right-of-use asset Long term loans Deferred employee benefts Long term receivable Long term deposits Current assets Contract assets Trade debts Current portion of long term receivable Loans, advances and other receivables Trade deposits and short term prepayments Short term investments Income tax refunds due from governments Current portion of deferred employee benefts Derivative fnancial instruments Cash and bank balances TOTAL ASSETS EQUITY AND LIABILITIES Share capital and reserves Authorized share capital 2,000,000,000 (2024: 2,000,000,000) ordinary shares of Rs 2 each (2024: Rs 2 each) Issued, subscribed and paid up share capital Capital reserves Revenue reserve - unappropriated proft Non-controlling interest Non-current liabilities Long term advances Lease liabilities Other long term liability - unsecured Deferred taxation - net Contract liabilities Retirement benefts Current liabilities Trade and other payables Provision for taxation Unclaimed dividend Contract liabilities - current portion Short term borrowings from fnancial institutions - secured Derivative fnancial instruments Current portion of long term advances Current portion of lease liabilities Current portion of other long term liability - unsecured TOTAL EQUITY AND LIABILITIES 7 8 9 10 11 12 13 14 15 16 17 14 18 19 20 21 22 23 24 25 26 41 29 27 28 41 29 30 26 ASSETS Note

4,000,000,000 4,222,593,228 11,991,792,090 157,383,405 89,359,651 1,149,418,066 565,933,316 156,902,648 244,727,720 655,209,757 19,233,319,881 13,979,755,610 17,575,804,426 427,670,427 2,216,118,998 2,287,618,430 5,441,665,232 721,298,512 89,612,845 10,986,607 13,504,721,300 56,255,252,387 75,488,572,268 4,000,000,000 2,946,808,869 9,356,084,401 36,274,230,894 48,577,124,164 1,698,353 48,578,822,517 6,302,660 1,076,394,050 428,305,444 1,573,433 2,848,186,391 1,556,579,442 5,917,341,420 10,709,428,067 598,985,626 37,698,807 2,698,265,644 5,956,002,054 - 2,028,020 231,651,227 758,348,886 20,992,408,331 75,488,572,268 3,654,816,354 9,881,435,504 101,076,560 162,194,362 419,075,401 613,818,425 203,253,649 569,948,187 485,584,447 16,091,202,889 9,453,109,283 17,570,516,867 361,980,429 1,295,142,207 1,443,037,626 2,941,777,167 483,693,293 86,166,964 - 7,820,717,667 41,456,141,503 57,547,344,392 2,929,861,489 8,668,675,976 27,129,935,811 38,728,473,276 2,192,380 38,730,665,656 14,754,443 344,483,686 1,184,866,510 83,618,990 - 675,541,301 2,303,264,930 8,715,514,879 307,963,940 30,322,411 3,875,428,986 2,684,547,884 1,461,010 5,171,459 174,362,132 718,641,105 16,513,413,806 57,547,344,392 2025 Rupees 2024 Rupees

CONTINGENCIES AND COMMITMENTS

31

The annexed notes 1 to 55 form an integral part of these consolidated financial statements.

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(CHIEF EXECUTIVE OFFICER)

(CHAIRMAN)

(CHIEF FINANCIAL OFFICER)

198

ANNUAL REPORT 2025

Consolidated Statement of Profit or Loss For the Year ended December 31, 2025

32 33 34 35 36 37 38 39 10 40 41 41 46 46 Revenue from contracts with customers - net Cost of revenue Gross proft Selling and distribution expenses Administrative expenses Research & development expenses Impairment losses on fnancial assets Other operating expenses Operating proft Other income Share of loss from associates Finance costs Proft before taxation and levy Levy Proft before taxation Taxation Proft for the year Attributable to: Equity holders of the parent Non-controlling interest Earnings per share Basic earnings per share Diluted earnings per share Note

80,391,884,594 (57,982,619,705) 22,409,264,889 (3,097,396,064) (6,227,820,256) (82,316,961) (971,487,668) (23,906,244) (10,402,927,193) 12,006,337,696 852,223,165 (72,858,438) (337,450,216) 12,448,252,207 (821,342,898) 11,626,909,309 (586,325,375) 11,040,583,934 11,041,077,961 (494,027) 11,040,583,934 7.52 7.44 67,473,021,160 (51,315,319,855) 16,157,701,305 (2,482,298,867) (4,820,394,646) (92,264,918) (485,686,404) (5,083,691) (7,885,728,526) 8,271,972,779 603,556,045 (118,973,681) (465,258,660) 8,291,296,483 (474,934,619) 7,816,361,864 (356,349,091) 7,460,012,773 7,460,267,547 (254,774) 7,460,012,773 (Restated) 5.11 5.07 2025 Rupees 2024 Rupees

The annexed notes 1 to 55 form an integral part of these consolidated financial statements.

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ANNUAL REPORT 2025 199

Consolidated Statement of Comprehensive Income For the Year Ended December 31, 2025

Consolidated Statement of Comprehensive For the Year Ended December 31 2025	Income
Proft for the year Items that will not be reclassifed subsequently to proft or loss: Remeasurement (loss) / gain on retirement beneft liability Tax effect of remeasurements on retirement beneft liability Share of other comprehensive income of associates Unrealized gain on revaluation of investments at fair value through other comprehensive income Items that may be reclassifed subsequently to proft or loss: Exchange differences on translation of foreign operations Total comprehensive income for the year Attributable to: Equity holders of the parent Non-controlling interest 9.2.1 ,	11,040,583,934 (146,404,108) (9,055,165) 23,131 17,350,163 7,460,012,773 76,550,594 - 3,324,159 - 2025 Rupees 2024 Rupees
	(138,085,979) (257,237,439) 79,874,753 (195,552,816)
	10,645,260,516 7,344,334,710
	10,645,754,543 (494,027) 7,344,589,484 (254,774)
	10,645,260,516 7,344,334,710

The annexed notes 1 to 55 form an integral part of these consolidated financial statements.

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ANNUAL REPORT 2025 200

Consolidated Statement of Changes in Equity For the Year Ended December 31, 2025

Balances as on 01 January 2024 Proft for the year Other comprehensive income Total comprehensive income for the year Transactions with owners Final dividend for the year ended 31 December 2023 at the rate of Rs 6 per share (pre split) Exercise of share options Share based payments Balances as on 31 December 2024 Proft for the year Other comprehensive income Total comprehensive income for the year Transactions with owners Final dividend for the year ended 31 December 2024 at the rate of Rs 6 per share (pre split) Exercise of share options Share based payments Balances as at 31 December 2025	2,914,213,989 - - - - 15,647,500 - 15,647,500 2,929,861,489 Issued, subscribed and paid-up share capital	4,904,476,301 - - - - 529,499,914 - 529,499,914 507,516,180 - - - - (188,017,344) 446,602,210 258,584,866 Capital reserves Share premium Employee compen- sation reserve	4,904,476,301 - - - - 529,499,914 - 529,499,914 507,516,180 - - - - (188,017,344) 446,602,210 258,584,866 Capital reserves Share premium Employee compen- sation reserve	2,664,151,531 - (195,552,816) (195,552,816) - - - - 2,468,598,715 Foreign currency translation reserve	21,338,813,911 Un- appropriated proft Revenue reserve	32,329,171,912 7,460,267,547 (115,678,063) 7,344,589,484 (1,749,020,400) 357,130,070 446,602,210 (945,288,120) 38,728,473,276 Total equity attributable to shareholders of Holding Company	2,447,154 (254,774) - (254,774) - - - - 2,192,380 Non controlling interest	32,331,619,066 7,460,012,773 (115,678,063) 7,344,334,710 (1,749,020,400) 357,130,070 446,602,210 (945,288,120) 38,730,665,656 Total equity
		- -	- -	- (195,552,816)	7,460,267,547 79,874,753	7,460,267,547 (115,678,063)
		-	-		7,540,142,300
		- 529,499,914 -	- (188,017,344) 446,602,210	- - -	(1,749,020,400) - -	(1,749,020,400) 357,130,070 446,602,210
		529,499,914	258,584,866		(1,749,020,400)
		5,433,976,215	766,101,046		27,129,935,811
	- -	- -	- -	- (257,237,439)	11,041,077,961 (138,085,979)	11,041,077,961 (395,323,418)	(494,027) -	11,040,583,934 (395,323,418)
		-	-		10,902,991,982
		- 864,672,784 -	- (303,815,014) 383,788,094	- - -	(1,758,696,899) - -	(1,758,696,899) 577,805,150 383,788,094
		864,672,784 ,298,648,999	79,973,080 846,074,126		(1,758,696,899) 36,274,230,894

The annexed notes 1 to 55 form an integral part of these consolidated financial statements.

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(CHAIRMAN)

(CHIEF EXECUTIVE OFFICER)

(CHIEF FINANCIAL OFFICER)

201

ANNUAL REPORT 2025

Consolidated Statement of Cash Flows For the Year Ended December 31, 2025

Consolidated Statement of Cash Flows For the Year Ended December 31 2025
,
	Note	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES		Rupees		Rupees
Cash generated from operations	47	12,330,115,397		5,077,422,214
Finance costs paid		(164,567,657)		(360,443,855)
Taxes and levy paid		(1,440,485,863)		(922,829,429)
Retirement benefts (Decrease) / increase in long term advances		(170,580,701) (11,595,222)		(12,636,829) 7,249,594
Settlement of derivative fnancial instruments		(1,461,010)		20,945,148
Receipts against long term receivables		335,583,731		307,707,758
		(1,453,106,722)		(960,007,613)
Cash fows from operating activities		10,877,008,675		4,117,414,601
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(914,804,935)		(888,802,624)
Acquisition of subsidiary		(2,090,271,341)		-
Dividend receipt from associates		-		5,028,878
Purchase / development of intangibles		(1,003,046,939)		(1,135,777,989)
Sale proceeds from disposal of property and equipment		81,002,915		46,938,674
Short term investments - net		(2,174,605,118)		(1,461,570,905)
Long term investment - net		(25,242)		-
Proft received on deposit accounts Proft received on short term investments		84,596,108 39,648,013		115,042,604 47,580,632
Interest received on loan to associated undertakings		-		5,997,212
Net cash used in investing activities		(5,977,506,539)		(3,265,563,518)
CASH FLOWS FROM FINANCING ACTIVITIES
Disbursements against short term borrowings		11,375,624,666		8,178,586,017
Repayment of short term borrowings		(10,639,680,895)		(9,017,786,770)
Proceeds from exercise of share options		577,805,150		357,130,070
Payments in respect of leases		(251,856,115)		(257,561,444)
Dividend paid		(1,751,320,503)		(1,737,357,396)
Net cash used in fnancing activities		(689,427,697)		(2,476,989,523)
Increase in cash and cash equivalents		4,210,074,439		(1,625,138,440)
Net foreign exchange difference		79,073,079		(122,025,325)
Cash and cash equivalents at beginning of the year		5,513,595,454		7,260,759,219
Cash and cash equivalents at end of the year	48	9,802,742,972		5,513,595,454

Refer note 25 and 42 for reconciliation of liabilities arising from financing activities.

The annexed notes 1 to 55 form an integral part of these consolidated financial statements.

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(CHAIRMAN)

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(CHIEF FINANCIAL OFFICER)

ANNUAL REPORT 2025 202

Notes to and forming part of Consolidated Financial Statements For the Year Ended December 31, 2025

1. Corporate information

1.1

Holding Company

Systems Limited (“the Holding Company”) is a public Company limited by shares incorporated in Pakistan under the Companies Act, 2017 and is listed on the Pakistan Stock Exchange. The Company is principally engaged in the business of software development, trading of software and business process outsourcing services. The registered office of the Company is situated at E-1, Sehjpal Road, Near DHA Phase-VIII (Ex-Air Avenue), Lahore Cantt.

1.2

Subsidiaries

• 1.2.1 Systems Ventures (Private) Limited, a private limited Company registered under the Companies Act, 2017, incorporated on 11 November 2019, is a 100% (2024: 100%) owned subsidiary of Systems Limited. The Company aims to invest in new ventures, start-ups and incubate new ideas.

• 1.2.2 National Data Consultant (Private) Limited (‘NdcTech’), is a 100% (2024: 100%) owned subsidiary of Systems Limited and was acquired in July 2022. The Company has been setup in Pakistan and is engaged in core and digital banking implementation services, with clients in Pakistan, Middle East, Africa and Asia Pacific region.

• 1.2.3 SUS JV (Private) Limited, a private limited company registered under the Companies Act, 2017 is a 95% (2024: 95%) owned subsidiary of Systems Limited. The Company is set up for the Baluchistan Land Revenue Management Information Systems project. The project is related to digitization of land records and development of a web-based management information system.

• 1.2.4 Systems Holdings (Private) Limited, is a 100% (2024: 100%) owned subsidiary of Systems Limited incorporated in April 2024, as a Company limited by shares.

• 1.2.5 Techvista Information Technology W.L.L. (‘TVSQ’), a limited liability company is incorporated in the State of Qatar and pursuant to the agreement entered with the shareholders of TVSQ on February 27, 2022 the Holding Company has 100% control and management of TVSQ.

• 1.2.6 Systems International IT Pte. Ltd., was incorporated in May 2022 and is a wholly owned subsidiary of Systems Ventures (Private) Limited (SVPL). The Company has been setup for the purpose of sale of software services and trading software licenses in the Asia Pacific region.

• 1.2.7 Systems APAC for Information Technology Pte. Ltd., is a 100% (2024: 100%) owned subsidiary of Systems International IT Pte Ltd. incorporated in 2022 for the purpose of sale of software services and trading software licenses in the Asia Pacific region.

• 1.2.8 National Data Consultancy FZE, is a 100% (2024: 100%) owned subsidiary of Systems International IT Pte Ltd. acquired in 2022 in the Emirate of Dubai for the purpose of sale of software services and trading software licenses in the region for the purpose of sale of software services and trading software licenses in the Middle East.

• 1.2.9 Sys Bahrain for information Technology W.L.L, is a 100% (2024: 100%) owned subsidiary of Systems International IT Pte. Ltd. incorporated in February 2024 as a limited liability Company for the purpose of software publishing, computer consultancy and computer facilities management activities in the Kingdom of Bahrain.

• 1.2.10 TechVista Systems East Africa (Private) Limited is a 100% (2024: 100%) owned subsidiary of Systems International IT Pte Ltd., incorporated in Kenya for providing consultancy and data processing software development services and to run data processing centers, computer centers, software development centers and offices.

• 1.2.11 Sys for information Technology Malaysia SDN. BHD. is a 100% (2024: 100%) owned subsidiary of Systems International IT Pte. Ltd. incorporated in Malaysia.

• 1.2.12 Systems for information Technology QFZ LLC, is a 100% (2024: 100%) owned subsidiary of Systems International IT Pte. Ltd. incorporated in Qatar.

• 1.2.13 Systems Arabia for Information Technology LLC, was a 100% (2024:100%) owned subsidiary of Systems Limited and was incorporated in December 2022. The Company has been setup in Saudi Arabia to provide IT services. The Company has been transferred to Systems International IT Pte Ltd. under the restructuring scheme as referred to in note 1.2.21.

ANNUAL REPORT 2025 203

• 1.2.14 SYS Egypt for Information Technology Services, was a 100% (2024: 100%) owned subsidiary of Systems Limited and was incorporated in May 2022. The Company has been setup in the Arab Republic of Egypt for the purpose of sale of software services and trading software licenses in the Middle East and North Africa region. The Company has been transferred to Systems International IT Pte Ltd. under the restructuring scheme as referred to in note 1.2.21.

• 1.2.15 Systems Africa for Information Technologies Pty. Ltd., was a 100% (2024: 100%) owned subsidiary of Systems Limited and was incorporated in July 2022. The Company has been setup in Republic of South Africa for the purpose of sale of software services and trading software licenses in the region. The Company has been transferred to Systems International IT Pte Ltd. under the restructuring scheme as referred to in note 1.2.21.

• 1.2.16 TechVista Systems FZ - LLC, a limited liability Company incorporated in Dubai Technology and Media Free Zone Authority, was a 100% (2024: 100%) owned subsidiary of Systems Limited. The Company is engaged in the business of developing software and providing ancillary services. The Company has been transferred to Systems International IT Pte Ltd. under the restructuring scheme in 2024.

• 1.2.17 TechVista Systems LLC is a limited liability company registered in the Emirate of Dubai under Federal Law No. 2 of 2015, is 100% (2024: 100%) controlled by TechVista Systems FZ-LLC. The Company is licensed as a software house.

• 1.2.18 TechVista Manpower LLC (TechVista MP LLC), a sole establishment, duly licensed by Dubai Economic Department, under License No. 800123, is 100% (2024: 100%) controlled by TechVista Systems FZ-LLC.

• 1.2.19 Systems Australia for information Technology Pty Limited (formerly TechVista Systems Pty Ltd), is a 100% (2024: 100%) owned subsidiary of Techvista Systems FZ LLC and was incorporated in December 2014 in Australia with the paid up share capital of AUD 1.

• 1.2.20 British American Tobacco SAA Services (Private) Limited is wholly owned subsidiary of Systems Limited, is 100% (2024: nil) representing 90,010,000 shares, which was acquired by the Company on 31st October, 2025 pursuant to a Share Purchase Agreement between Systems Limited and British American Tobacco International Holdings (UK) Limited. British American Tobacco SAA Services (Private) Limited is a company incorporated in Pakistan and engaged in the business of transforming traditional and siloed support functions which include but are not limited to Marketing, Finance, HR, Procurement into a centralised, strategic and unified organisation that drives efficiency and value across the entire enterprise.

• 1.2.21 The shareholders of the Company and Systems Ventures (Private) Limited (“SVPL”) in their extra ordinary general meetings held on September 18, 2023 approved a Scheme of Compromises, Arrangement and Reconstruction (the ‘Scheme’). As required under the Companies Act, 2017, the Scheme was submitted with the Honorable Lahore High Court (the “Court”) for their approval and sanction of the Scheme. Consequently, the Court through its Order dated December 20, 2023, sanctioned the Scheme. The scheme stipulates the separation of ownership interests in TechVista Systems FZ- LLC, Systems Africa for Information Technologies (Pty.) Ltd., SYS Egypt for Information Technology Services and Systems Arabia for Information Technology (the ‘Transferred Assets’) from the Company and the merger, amalgamation and transfer to, and vesting in SVPL of the same. SVPL may at its discretion hold the Transferred Assets directly or through any nominee being its wholly owned subsidiary. SVPL shall allot and issue 66,860,284 fully paid up ordinary shares of Rs 10 each to the Company for the Transferred Assets.

As per the sanctioned scheme, SVPL had nominated its wholly owned subsidiary Systems International It Pte. Ltd. (Sys It Pte.) for holding the transferred assets. SYS Egypt for Information Technology Services, Systems Arabia for Information Technology, Systems Africa for Information Technologies (Pty.) Ltd and TVS had been transferred to Sys It Pte after the approval of respective foreign regulators. In consideration, SVPL had issued 66,860,284 fully paid up ordinary shares of Rs 10 each to the Company on July 08, 2024.

1.3

1.3.1

Associates

SalesFlo (Private) Limited

SalesFlo (Private) Limited, a private limited Company registered under the Companies Act, 2017 and incorporated on January 28, 2015, is a 19.69% (2024: 19.69%) owned associate of Systems Limited which provides services of software designing, development, implementation, maintenance, testing and benchmarking, and to provide internet/web-based applications. The Group acquired interest in SalesFlo (Private) Limited on July 19, 2021 through its wholly owned subsidiary, Systems Ventures (Private) Limited. Accordingly, the results of SalesFlo (Private) Limited have been accounted for using the equity method of accounting in these consolidated financial statements using consistent accounting policies of the Holding Company.

1.3.2

E-Processing Systems B.V.

E-Processing Systems B.V, a private limited Company, incorporated on October 08, 2021 in Netherlands, is a 34.30% (2024: 34.30%) owned associate of Systems Limited which is primarily aimed at attracting foreign investment. The results of E-Processing Systems B.V. have been accounted for using the equity method of accounting in these consolidated financial statements using consistent accounting policies of the Holding Company.

1.3.3

Salesflo Pte. Limited

On 30th September 2024, the Group through its wholly owned sub-subsidiary Techvista Systems FZ-LLC entered into a share purchase agreement with Salesflo Pte. Ltd. (“SFPL”). Under the terms of the agreement, subject to completion conditions precedent to closing or waiver thereof, the Group would subscribe to 196,975 shares in SFPL on the closing date notified by the company management, representing 19.69% ordinary voting rights in the company. The closing date notified for completion of the agreement was 31st December 2024. SFPL was formerly a wholly owned subsidiary of Salesflo (Private) Ltd.

ANNUAL REPORT 2025 204

1.3.4 Techvista Systems South Africa (Pty) Ltd

Techvista Systems South Africa (Pty) Ltd, a Private Company, is a 48% (2024: 48%) owned associate of Systems Africa for Information Technologies (Pty) Ltd. The Company has been setup in Republic of South Africa for the purpose of sale of software services and trading software licenses in the region.

1.4 Geographical location and addresses of major business units of the Group are as under:

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Business Units Geographical Location Address
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Business Units	Geographical Location	Address
Head Offce - Systems Limited	Lahore	E-1, Sehjpal, Near DHA Phase-VIII (Ex-Air Avenue), Lahore
		Cantt.
Regional Offce - Systems Limited	Karachi	Sumaya Business Avenue, Plot No. 11-B, Muhammad Ali
		housing Society, Fatima Jinnah Road, Karachi.
BPO Offce - Systems Limited	Karachi	Plot no.ST-2 & 3, Block-E, Sir Shah Muhammad Suleman
		Road, Gulshan-e-Iqbal, Block-14, Karachi.
Regional Offce - Systems Limited	Islamabad	Plot No. 21, 1st Floor Fazeelat Arcade, Sector G-11 Markaz,
		Islamabad.
Regional Offce - Systems Limited	Islamabad	Amazon Mall, 7th Floor, NH 5, Sector A DHA Phase II,
		Islamabad.
Regional Offce - Systems Limited	Islamabad	4th Floor, 5-A Constitution Avenue, F-5/1 F5, Islamabad.
Regional Offce - Systems Limited	Multan	Plot No. 842/23 near Northern Bypass Chowk, Bosan Road,
		Multan.
Regional Offce - Systems Limited	Faisalabad	Old Ehsan Yousaf Building East Canal Road, near Jhal
		Khanuwana, Faisalabad.
BPO Offce - Systems Limited	Lahore	Commercial building Plaza No 1, Block -CCA, Phase 8C,
		DHA Lahore Cantt.
British American Tobacco SAA Services (Private) Limited	Lahore	Building 4, Packages Mall Offce Complex, Packages Mall, Sharah-e-Roomi P.O Amer Sidhu, Lahore.
Dubai Offce - TechVista Systems FZ LLC	Dubai	404, Dubai Hills Business park 3, Emaar Hills Estate PO BOX
		500497 Dubai, UAE.
Dubai Free Zone Offce - TechVista	Dubai	Premises No. 208, Floor Number 2, Publishing Pavillion,
Systems FZ LLC		Dubai Production City, Dubai, UAE.
Dubai Offce - TechVista Systems LLC	Dubai	404, Dubai Hills Business park 3, Emaar Hills Estate PO BOX
		500497 Dubai, UAE.
Dubai Offce - TechVista Manpower LLC	Dubai	404, Dubai Hills Business park 3, Emaar Hills Estate ! PO BOX
		500497 Dubai, UAE.
Systems Australia for information	Australia	Level 22, 2 Market St, Sydney NSW 2000, Australia.
Technology Pty Limited
Systems Arabia for Information	Kingdom of Saudi Arabia	6499 Saeed Ibn Zaid Road, 2498 Qurtubah, Riyadh, 13248,
Technology		Kingdom of Saudi Arabia.
Systems APAC for Information	Singapore	36 Robinson Road, #20-01 City House, Singapore 068877.
Technology Pte. Ltd.
Systems International IT Pte. Ltd.	Singapore	36 Robinson Road, #20-01 City House, Singapore 068877.
SYS Egypt for Information Technology	Egypt	Building B 2116, the Smart Village, 28 Kms, Cairo-Alexandria
Services		Desert Road, Giza, Egypt.
Systems Africa for Information	South Africa	119 Witch Hazel Avenue, Highveld Technopark, Centurion,
Technologies Pty. Ltd.		Gauteng

205

ANNUAL REPORT 2025

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Business Units Geographical Location Address
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National Data Consultancy FZE	UAE	ELOB Offce No. E-32G-02, Hamriyah Free Zone, Sharjah,
		UAE P.O Box 42741.
E-Processing Systems B.V.	Netherlands	Edvard Munchweg 14 B, 1328 MA Almere, Netherlands.
SalesFlo Pte Limited	Singapore	23 Leonie Hill, unit 18-01 Leonie Gardens, Singapore.
E-Processing Systems B.V.	Netherlands	Edvard Munchweg 14 B, 1328 MA Almere.
OneLoad Processing Systems (Private)	Pakistan	Suite # 201, 202, 2nd Floor Offce Block, Penta Square CCA,
Limited		Sector C, DHA Phase 5, Lahore, Pakistan.
E-Processing Systems (Private) Limited	Pakistan	Suite # 201, 202, 2nd Floor Offce Block, Penta Square CCA,
		Sector C, DHA Phase 5, Lahore, Pakistan.
TechVista Information Technology W.L.L.	Qatar	TechVista IT WILL, Head Offce Palm Towers B, Floor 41,
		Westbay, Doha, Qatar.

Geographical location and address of Systems Ventures (Private) Ltd, SUS (Private) Limited and Systems Holdings (Private) Limited is the same as that of the Holding Company.

2.

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2.1 Statement of compliance

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

• IFRS Accounting Standards issued by the International Accounting Standard Board (IASB) as notified under the Companies Act, 2017 ; and

• Provisions of, directives and notifications issued under the Companies Act, 2017.

Where provisions of, directives and notifications issued under the Companies Act, 2017 differ from the IFRS Accounting Standards, the provisions of, directives and notifications issued under the Companies Act, 2017 have been followed.

2.1.1 Standards, interpretations and amendments to published approved accounting standards

The following amendments to existing standards have been published that are applicable to the Group’s consolidated financial statements covering annual periods, beginning on or after the following dates:

2.1.2 Standards, amendments and interpretations to existing standards that are effective in the current year

Certain standards, amendments and interpretations to International Financial Reporting Standards (‘IFRS’) are effective for accounting periods beginning on January 1, 2025, but are considered not to be relevant or to have any significant effect on the Company’s operations (although they may affect the accounting for future transactions and events) and are, therefore, not detailed in these unconsolidated financial statements.

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ANNUAL REPORT 2025 206

2.1.3 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company

The following amendments and interpretations to existing standards have been published and are mandatory for the Company’s accounting periods beginning on or after January 01, 2026 or later periods, but the Company has not early adopted them:

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Standards or
Interpretation
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Effective date Accounting
periods beginning on or after
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Amendment to IFRS 9 and IFRS 7 - Classifcation and Measurement	January 01, 2026
of Financial Instruments
Annual Improvements to IFRS - Volume 11	January 01, 2026
IFRS 17, ‘Insurance Contracts	January 01, 2026
IFRS 18, ‘Presentation and Disclosure in Financial Statements	January 01, 2026
IFRS 19, ‘Subsidiaries without Public Accountability: Disclosures	January 01, 2027

• 2.1.4 The management anticipates that the adoption of above standards, interpretations and amendments in future periods will have no material impact on the consolidated financial statements other than in presentation / disclosures except for:

a Amendment to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments

The amendment clarify the timing for recognizing and derecognizing certain financial assets and liabilities, introduce an exception for some financial liabilities settled via electronic cash transfers, provide additional guidance for assessing if a financial asset meets the Solely Payment of Principal and Interest (‘SPPI’) criterion, require new disclosures for instruments with cash flow changes linked to Environmental, Social and Governance (‘ESG’) targets, and update disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (‘FVOCI’).

The Group is in the process of assessing the impact of this amendment on the Groups’ consolidated financial statements.

b IFRS 18 – Presentation and Disclosure in Financial Statements

The new standard on presentation and disclosure in financial statements, IFRS 18, focuses on updates to the statement of profit or loss. It introduces key concepts such as the structure of the statement of profit or loss, required disclosures for certain profit or loss performance measures reported outside the financial statements (management–defined performance measures), and enhanced principles on aggregation and disaggregation applicable to the primary financial statements and notes.

The Group is in the process of assessing the impact of this amendment on the Groups’s consolidated financial statements.

3. Basis of measurement

These consolidated financial statements have been prepared under the historical cost convention except, as otherwise stated in these consolidated financial statements.

3.1 Functional and presentation currency

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the Group operates. The consolidated financial statements are presented in Pak Rupees, which is the Group’s functional and presentation currency.

3.2 Use of estimates and judgments

The Group material accounting policies are stated in Note 5. The following is intended to provide an understanding of the policies the management considers critical because of their complexity, judgment of estimation involved in their application and their impact on these consolidated financial statements. Estimates and judgments are continually evaluated and are based on historical experience, including expectation of future events that are believed to be reasonable under the circumstances. These judgments involve assumptions or estimates in respect of future events and the actual results may differ from these estimates. The areas involving higher degree of judgments or complexity or areas where assumptions and estimates are material to the consolidated financial statements are as follows:

3.2.1 Levy and Provision for taxation (Note 5.1.1, 5.1.2 and 41)

The Group takes into account the current income tax law and the decisions taken by appellate authorities. Instances where the Groups’s view differs from the view taken by the income tax department at the assessment stage and where the Group considers that its views on items of material nature are in accordance with law, the amounts are shown as contingent liabilities.

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3.2.2 Useful lives and residual values of property and equipment and intangibles (Notes 5.2, 5.15, 7 and 8)

The Group reviews the useful lives and residual values of property and equipment and intangibles at each reporting date. Any change in estimates in future years might affect the carrying amounts of respective items of property and equipment and intangible with a corresponding effect on the depreciation / amortization charge and impairment.

3.2.3 Expected credit losses (Note 5.5.1 and 49.2.1)

The Group uses a provision matrix to calculate Expected Credit Losses (ECLs) for trade debts and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, and customer type).

The provision matrix is initially based on the Group’s historical observed default rates. The Group calibrates the matrix to adjust the historical credit loss experience with forward-looking information which includes forecast economic conditions. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed. For financial institutions with available credit ratings, provision is calculated on the basis of the available rating. For certain related parties for which provision matrix may not be considered suitable based on management’s judgement, expected credit loss is recognized on the basis of their ability to pay or present value of projected cashflows based on a probability weighted estimate.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may not be representative of customer’s actual default in the future.

3.2.4 Revenue recognition (Note 5.8 and 32)

3.2.4.1 Identification of distinct performance obligations

For contracts with multiple components to be delivered, the Group applies judgement to determine performance obligations which are distinct; or not distinct, which are aggregated with other performance obligations until a bundle is identified that is distinct.

3.2.4.2 Estimating stand-alone selling prices of performance obligations

The Group determines stand-alone selling prices of all performance obligations in a bundled contract, which include sale of license, implementation, support, warranty and training.

3.2.4.3 Stage of completion

In cases where performance obligation is satisfied over time, the Group determines stage of completion on the basis of cost incurred to date as a percentage of total estimated cost to deliver the performance obligations.

3.2.5 Determining the lease term of contracts with renewal options (Note 5.9 and 25)

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has the option, under some of its leases to lease the assets for an additional term. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew i.e. it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).

3.2.6 Provisions and contingencies (Note 5.10 and 31)

A provision is recognized in the consolidated statement of financial position when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation. The amount recognized as a provision reflects the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

3.2.7 Share based payment (Note 5.11.2 and 23)

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Group measures the fair value of equity-settled transactions with employees at the grant date using a Black Scholes Model. The assumptions used for estimating fair value for share-based payment transactions are disclosed in Note 23.2.5.

3.2.8 Impairment assessment of investment in associates (Note 5.3.1 and 10)

The carrying amounts of investment in associates, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the investment in associate’s recoverable amount is estimated. The recoverable amount of investment in associate is the greater of its value in use and its fair value less costs to sell. Where the fair value less costs of disposal cannot be determined, the recoverable amount is determined by estimating the investment’s value in use.

ANNUAL REPORT 2025 208

3.2.9

Impairment assessment of goodwill (Note 4.3 and 8)

The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the cash-generating units (CGUs) was determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the fiveyear period are extrapolated using the estimated growth rates. These growth rates are consistent with the sector/industry in which each CGU operates. The assumptions used for estimating value in use for goodwill are disclosed in Note 8.7.

3.2.10 Revision of useful lives of plant and equipment

The Group reviews the useful lives and residual values of property and equipment at each reporting date. During the year, the Group has changed its useful life estimation from three to four years for ‘computers’ and certain items in ‘computer equipments and installations’ except servers whose useful life has changed from 3 to 5 years and five to seven years for certain ‘other equipments and installations’. The revisions are accounted for prospectively as a change in accounting estimate and as a result, the depreciation charge of the Group for the year decreased by Rs 141 million and carrying amounts of ‘computers’, ‘computer equipments and installations’ and ‘other equipments’ increased by Rs 82 million, Rs 35.68 million and Rs 14.17 million respectively. The Group does not recorded deferred tax on deductible temporary differences as the Company expects that these deductible temporary differences may not be realized in future. Therefore, the resultant after tax impact on profit as a result of change in estimation is the same.

Assuming that the assets are held until the end of their estimated useful lives, depreciation in future years in relation to these assets will be increased/(decreased) by the following amounts:

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Years
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Rs (million)
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	Years	Rs (millio
	2026	(5.20)
	2027	40.40
	2028	73.60
2029	and onwards	21.03

4.

Principles of consolidation

The consolidated financial statements include the financial statements of Systems Limited and its subsidiary companies, here-inafter referred to as “the Group”.

4.1

Subsidiaries

A Company is a subsidiary, if an entity (the Holding Company) directly or indirectly controls, beneficially owns or holds more than fifty percent of its voting securities or otherwise has power to elect and appoint more than fifty percent of its directors.

Subsidiaries are consolidated from the date on which the Holding Company obtains control, and continue to be consolidated until the date when such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the Holding Company, using consistent accounting policies.

All inter-Company balances, transactions and unrealized gains and losses resulting from inter-Company transactions and dividends are eliminated in full.

The assets, liabilities, income and expenses of subsidiary companies are consolidated on a line by line basis and carrying value of investments held by the Holding Company is eliminated against the subsidiary companies’ shareholders’ equity in the consolidated financial statements.

4.2

Non-controlling interest

Non-controlling interest is that part of net results of operations and of net assets of the subsidiaries which are not owned by the Group either directly or indirectly. Non-controlling interest is presented as a separate item in the consolidated financial statements. The Group applies a policy of treating transactions with non-controlling interests as transactions with parties external to the Group. Disposals to non-controlling interest result in gains and losses for the Group and are recorded in the consolidated statement of changes in equity.

4.3

Investment in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

ANNUAL REPORT 2025 209

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group’s investment in its associate and joint venture are accounted for using the equity method.

Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment separately.

The consolidated statement of profit or loss reflects the Group’s share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the consolidated statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, and then recognises the loss within ‘Share of profit of an associate and a joint venture’ in the statement of profit or loss.

Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

5. Material accounting policy information

The material accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

5.1 Taxation - levy and income tax

5.1.1 Levy

The Institute of Chartered Accountants of Pakistan (‘ICAP’) had withdrawn Technical Release 27 ‘IAS 12, Income Taxes (Revised 2012)’ and issued the ‘IAS 12, Application Guidance on Accounting for Minimum Taxes and Final Taxes’ (‘the Guidance’). Accordingly, in accordance with the Guidance, the Company designates the amount calculated on gross amount of revenue or other basis (such as receipts or other values etc. as provided in law) as a levy within the scope of IFRIC 21/IAS 37. Any excess over the amount designated as a levy is then recognised as current income tax expense falling under the scope of IAS 12.

5.1.2 Current taxation

Provision for current tax is based on the taxable income for the year determined in accordance with the prevailing law for taxation of income. The charge for current tax is calculated using prevailing tax rates or tax rates expected to apply to the profit for the year, if enacted. The charge for current tax also includes adjustments, where considered necessary, to provision for taxation made in previous years arising from assessments framed or changes in laws made during the year for such years.

5.1.3 Deferred taxation

Deferred tax is accounted for using the statement of financial position method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized.

Deferred tax is calculated at the rates that are expected to apply to the year when the differences reverse based on tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited in the consolidated statement of profit or loss and other comprehensive income, except in the case of items credited or charged to equity in which case it is included in equity.

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

ANNUAL REPORT 2025 210

5.2 Property and equipment

5.2.1

Operating fixed assets

Property and equipment are stated at cost less accumulated depreciation and any identified impairment loss except for freehold land which is stated at cost less any recognised impairment loss. Cost of operating fixed assets consist of purchase cost, borrowing cost pertaining to construction period and other directly attributable cost of bringing the asset to working condition. Subsequent costs are included in the assets carrying amount or recognized as separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to consolidated statement of profit or loss during the period in which they are incurred.

Depreciation on operating fixed assets is charged to consolidated statement of profit or loss by applying the straight line method on pro rata basis so as to write off the historical cost of the assets over their estimated useful lives at the rates given in Note 7.1. Depreciation on additions is charged from the date of acquisition / transfer of asset, whereas depreciation on disposals is charged till the date of disposal.

The assets residual values and useful lives are reviewed at each financial year end, and adjusted if impact on depreciation is significant. The Group’s estimate of the residual value of its operating fixed assets as at December 31, 2025 has not required any adjustment as its impact is considered insignificant.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Profit or loss on disposal of operating fixed assets represented by the difference between the sale proceeds and the carrying amount of the asset is included in the consolidated statement of profit or loss.

5.2.2

Capital work in progress

Capital work in progress represents expenditure on property and equipment which are in the course of construction and installation. Transfers are made to relevant property and equipment category as and when assets are available for use.

Capital work-in-progress is stated at cost less identified impairment loss, if any.

5.3

Investments

The management determines the classification of its investments at the time of purchase depending on the Group’s business model for managing the financial assets and their contractual cash flow characteristics. Investments intended to be held for less than twelve months from the statement of financial position date or to be sold to raise operating capital are included in current assets as explained in note 5.7. All other investments are classified as non-current assets.

5.3.1

Investments in equity instruments of subsidiaries and associates

Investments in subsidiaries and associates where the Group has significant influence are measured at cost in the Group’s separate financial statements in accordance with IAS-27 ‘Separate financial statements’.

The Group is required to publish consolidated financial statements along with its separate financial statements, in accordance with the requirements of IFRS 10 ‘Consolidated Financial Statements’ and IAS 27 ‘Separate financial statements’. Investments in associates, in the consolidated financial statements, are being accounted for using the equity method.

5.4

Cash and cash equivalents

Cash and cash equivalents are stated in the consolidated statement of financial position at amortized cost. For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise of cash in hand, cheques / demand draft in hand, deposits in the bank, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk changes in value, bank overdrafts and short term borrowings repayable on demand. Bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.

5.5

Trade debts

Trade debtor may directly be recognised upon satisfaction of performance obligation or may indirectly be recognised through contract assets as referred in note 5.8.4. Trade debts from customers are stated at amortized cost less expected credit losses.

5.5.1

Expected credit losses

Expected credit losses are calculated as a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between cash flows due to the Group in accordance with the contract and cash flows that the Group expects to receive). (Refer to note 5.7.4 for detailed policy for impairment of financial assets).

5.6

Trade and other payables

Liabilities for trade and other payable are recognised initially at their fair value and subsequently measured at amortised cost.

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5.7 Financial instruments - Initial recognition and subsequent measurement

5.7.1

Initial Recognition

Regular way purchase and sale of financial assets and financial liabilities is accounted for at the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (‘FVPL’), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial liabilities at amortised cost are initially measured at fair value less transaction costs. Financial liabilities at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss.

5.7.2

5.7.2.1

Classification

Classification of financial assets

The Group classifies its financial instruments in the following categories:

• at fair value through profit or loss (“FVTPL”),

• at fair value through other comprehensive income (“FVTOCI”), or

• at amortized cost.

The Group determines the classification of financial assets at initial recognition. The classification of instruments (other than equity instruments) is driven by the Group’s business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets that meet the following conditions are subsequently measured at amortized cost:

• the financial asset is 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 asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• Financial assets that meet the following conditions are subsequently measured at FVTOCI:

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are subsequently measured at FVTPL.

5.7.2.2

Classification of financial liabilities

The Group classifies its financial liabilities in the following categories:

• at fair value through profit and loss (“FVTPL”), or

• at amortized cost.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Group has opted to measure them at FVTPL.

5.7.3

Subsequent measurement

i) Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains or losses arising from changes in fair value recognized in other comprehensive income / (loss).

ii) Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus transaction costs, and subsequently carried at amortized cost, and in the case of financial assets, less any impairment.

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iii) Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statement of profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statement of profit or loss in the period in which they arise.

Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Group’s own credit risk will be recognized in other comprehensive income/(loss). Currently, there are no financial liabilities designated at FVTPL.

5.7.4

Impairment of financial assets

The Group recognizes loss allowance for Expected Credit Loss (ECL) on financial assets measured at amortized cost at an amount equal to life time ECLs except for the following, which are measured at 12 month ECLs:

• bank balances for whom credit risk (the risk of default occurring over the expected life of the financial instrument has not increased since the inception.)

• other short term loans and receivables that have not demonstrated any increase in credit risk since inception.

Loss allowance for trade debts are always measured at an amount equal to life time ECLs. Life time ECLs are the ECLs that result from all possible defaults events over the expected life of a financial instrument. 12 month ECLs are portion of ECLs that result from default events that are possible within 12 months after the reporting date.

ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between cash flows due to the Group in accordance with the contract and cash flows that the Group expects to receive).

The Group considers that a financial asset is in default when contractual payments are 360 days past due except for trade debts from related parties for which default is evaluated on case to case basis. The definition is based on the Group’s internal credit risk management policy. Financial assets are written off when there is no reasonable expectation of recovery. The Group categorises a financial asset for write off when a counter party fails to make contractual payments for more than 360 days past due except for trade debts from related parties for which write off is evaluated on case to case basis.

5.7.5

Derecognition i) Financial assets

The Group derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying value and the sum of the consideration received and receivable is recognized in consolidated statement of profit or loss. In addition, on derecognition of an investment in a debt instrument classified as FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to consolidated statement of profit or loss. In contrast, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to equity.

ii) Financial liabilities

The Group derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statement of profit or loss and other comprehensive income.

5.7.6

Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount is reported in the statement of financial position if the Group has legally enforceable right to offset the recognized amounts and the Group intends to settle either on a net basis or realize the asset and settle the liability simultaneously.

5.8

Revenue recognition

Revenue recognized in any period is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. For contracts with multiple components to be delivered, management applies judgement to consider whether those promised goods or services are: (i) distinct – to be accounted for as separate performance obligations; (ii) not distinct – to be combined with other promised goods or services until a bundle is identified that is distinct; or (iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer.

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At contract inception the total transaction price is estimated, which is allocated to the identified performance obligations in proportion to their relative standalone selling prices and revenue is recognized when (or as) those performance obligations are satisfied.

For each performance obligation, the Group determines if revenue will be recognized over time or at a point in time. Where the Group recognizes revenue over time this is due to any of the following reasons: (i) the Group performing and the customer simultaneously receiving and consuming the benefits provided over the life of the contract, (ii) the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (iii) the Group’s performance creates an asset with no alternative use, and the Group has an enforceable right to payment for performance completed to date.

For each performance obligation to be recognized over time, the Group applies a revenue recognition method that faithfully depicts the Group’s performance in transferring control of the goods or services to the customer. The Group applies the relevant input method consistently to similar performance obligations as it faithfully depicts actual efforts made by the Group to satisfy performance obligations and to transfer services to end customer. Moreover, information required for input method can be measured reliably. If performance obligations in a contract do not meet the over time criteria, the Group recognizes revenue at a point in time when obligations under the terms of the contract with the customer are satisfied.

Changes in estimates of measures of progress of performance obligations satisfied over time are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of any changes on current and prior periods based on a performance obligation’s percentage of completion.

For each of its contracts, the Company considers whether it is a principal or an agent by evaluating the nature of its promise to the customer. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services (including discretion in establishing the price) before transferring them to the customer and is primarily responsible for fulfilling the promise to provide the goods or services and bears credit risk associated with the transaction.

The Group disaggregates revenue from contracts with customers by contract type, geographical markets and timing of revenue recognition, as management believes this best depicts how the nature, amount, timing and uncertainty of the Group’s revenue and cash flows are affected by economic factors. The revenue recognition policy relevant to each contract type is as below:

5.8.1

Outsourcing services

Outsourcing services include business process outsourcing services (BPO) and IT services. Revenue is recognized under each category as below:

a) BPO services

The performance obligation of the Group is to perform the various business activities outsourced by the customers. Revenue is recognized over time on the basis of activities performed, as the customer simultaneously receives and consumes the benefits provided by the Group’s performance.

b) IT Services

The performance obligation of the Group is to make available the resources to perform various IT services as per the requirement of the customer. Resource efforts are controlled by the customer and revenue is recognized over time on the basis of hours of resources made available to the customer, as the customer simultaneously receives and consumes the benefits provided by the Group’s performance.

5.8.2 Hardware trading

Hardware trading represents the sale of hardware. Revenue is recognized at the point in time when obligations under the terms of the contract with the customer are satisfied; generally this occurs when the hardware is delivered to the customer.

5.8.3 Software trading and implementation

For software trading where no implementation is involved, revenue is recognized at the point in time when the software is delivered to the customer.

In case of subscription based services, revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided by subscription services, including access to infrastructure, software updates, and customer support in accordance with IFRS 15, “Revenue from Contracts with Customers” and revenue is typically recognized on a straight-line basis over the subscription period.

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For contracts that involve both trading of software license and its implementation, the Group makes judgments in determining whether the software implementation and software license are distinct and thus separate performance obligations or part of the bundle and thus a single performance obligation depending upon the level of customization involved and other key factors surrounding each contract. Where software license and implementation are considered distinct and separate performance obligations, the trading license revenue is recognized at the point in time while the revenue relating to implementation is recorded over time during the implementation period. Where software license and implementation are considered a single performance obligation, the revenue relating to both trading license and implementation is recorded over time during the implementation period. Implementation generally comprises of customization of existing technology, development and integration of tech platforms and enabling digital transformation of companies through specific technologies.

The Group uses input method for measuring percentage of completion (PoC) by taking into account the cost incurred to date as a percentage of total budgeted cost.

The Group has assessed that maintenance and support is a performance obligation that can be considered capable of being distinct and separately identifiable in a contract. These recurring services are substantially the same as the nature of the promise is for the Group to ‘stand ready’ to perform maintenance and support when required by the customer. Time-based measure of progress is used for such services since it best reflects the Group’s efforts in satisfying the performance obligation.

5.8.4 Contract Assets

A contract asset may initially be recognized for revenue earned because the receipt of consideration is conditional on successful completion of the milestones or right to invoice is not established as per contract. Upon completion of the milestone or right to invoice including acceptance by the customer, the amount recognized as contract assets is reclassified to trade debts.

5.8.5

Contract Liabilities

A contract liability is recognized if a payment is received or a payment is due (whichever is earlier) from a customer before the related goods or services are transferred. Contract liabilities are recognized as revenue as and when performance obligations are satisfied under the contract.

5.9

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

• the contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

• the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

• the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:

• the Group has the right to operate the asset; or

• the Group designed the asset in a way that predetermines how and for what purpose it will be used.

The Group has elected to apply the practical expedient for not recognising right-of-use assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases is recognised as an expense on a straight line basis over the lease term.

Extension and termination options are included in a number of leases. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of termination options held are exercisable only by the Group and not by the respective lessor while the extension options are generally exercisable with the mutual consent of both the Group and the lessor.

5.9.1

Right-of-use assets

The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentive received. The right-ofuse asset is depreciated on a straight line method over the lease term as this method most closely reflects the expected pattern of consumption of future economic benefits. The right-of-use asset is reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

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5.9.2 Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group’s incremental borrowing rate.

Lease payments include fixed payments, variable lease payment that are based on an index or a rate amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option, less any lease incentives receivable. The extension and termination options are incorporated in determination of lease term only when the Group is reasonably certain to exercise these options.

The lease liability is subsequently measured at amortized cost using the effective interest rate method. It is re-measured when there is a change in future lease payments arising from a change in fixed lease payments or an index or rate, change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. The corresponding adjustment is made to the carrying amount of the right-to-use asset, or is recorded in statement of profit or loss if the carrying amount of right-to-use asset has been reduced to zero.

5.10 Provisions and contingencies

Provisions are recognized in the consolidated statement of financial position when the Group has a legal or constructive obligation as a result of past events and it is probable that outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. However, provisions are reviewed at each statement of financial position date and adjusted to reflect current best estimate. Where outflow of resources embodying economic benefits is not probable, a contingent liability is disclosed, unless the possibility of outflow is remote.

5.11 Staff benefits

The Group has the following plans for its employees:

5.11.1 Provident fund

The Holding Company operates a funded recognized provident fund contribution plan which covers all permanent employees. Equal contributions are made on monthly basis both by the Holding Company and the employees at the rate of 10% of basic salary.

5.11.2 Employees’ share option scheme

The Group operates an equity settled share based Employees Stock Option Scheme. The compensation committee of the Board of Directors of the Holding Company evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of the Holding Company’s shares at a price determined on the date of grant of options.

At the grant date of share options to the employees, the Group initially recognizes employee compensation expense with corresponding credit to equity as employee compensation reserve at the fair value of option at the grant date. The fair value of options determined at the grant date is recognized as an employee compensation expense on a straight line basis over the vesting period. Fair value of options is arrived at using Black Scholes pricing model.

When share options are exercised, the proceeds received, net of any transaction costs, are credited to share capital (nominal value) and share premium.

5.11.3 Gratuity

Gratuity is given to employees of certain subsidiaries i.e. (British American Tobacco SAA Services (Private) Limited, TechVista Systems FZ- LLC, TechVista Information Technology W.L.L., Techvista Systems LLC, Techvista MP and Systems Arabia for Information Technology ).

An unfunded gratuity scheme is operated for all permanent employees of the afore-mentioned companies who have attained the minimum qualifying period. The Group’s obligation is determined through actuarial valuations carried out periodically under the ‘Projected Unit Credit Method’. The latest valuation was carried out as at December 31, 2025. The results of valuation are summarized in note 27. Current service cost, past service cost and interest cost is recognized in the consolidated statement of profit or loss. Actuarial gains and losses arising at each valuation date are recognized fully in the other comprehensive income.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the consolidated statement of profit or loss.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the year in which they arise. Past service costs are recognized immediately in income.

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5.11.4 Interest free loans to employees

The Holding Company provides interest free loans to its employees for purchase of vehicles and other purposes. The loans are initially recognized at fair value which is the present value of future deductions to be made from employees’ salaries, discounted at the market interest rate. The difference between fair value of the interest free loan and principal amount at initial recognition is recorded as a deferred employee benefit. The loan is subsequently measured at amortized cost with respective finance income to be recorded in the consolidated statement of profit or loss. In addition, the deferred employee benefit is amortized equally over the life of the loan and the amortization is recorded in the consolidated statement of profit or loss.

5.11.5

Leave Encashment

Leave encashment is given to employees of certain territories which is paid to employees at the time of separation. The leaves are calculated based on unutilized accrued leave balance. For employees whose service is less than one year, the accrued leaves are calculated based on pro-rata basis.

5.11.6

Pension Plan

For permanent employees of British American Tobacco SAA Services (Private) Limited operates a defined contribution pension plan. The Group pays not more than 20% of the salary in respect of each member into the fund and has no further legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognized as employee benefit expense when they are due.

5.12

Earnings per share

The Group presents basic and diluted earnings per share (EPS). Basic EPS is calculated by dividing the profit after tax attributable to ordinary shareholders of the Holding Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is calculated by dividing the profit attributable to ordinary shareholders of the Holding Company (after adjustment) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

5.13

Segment reporting

The Chief Operating Decision Maker (CODM), who is identified as the Group’s Chief Executive Officer (CEO), plays a crucial role in assessing the company’s performance and resource allocation.

The Group’s realigned strategy is centered around achieving maximum growth and increasing operational efficiency. By transitioning from a geographical focus to an industry vertical focus, the Group aims to capture synergies through the cross-selling of technologies and solutions across different verticals. This approach allows the Group to leverage its expertise and capabilities more effectively across various sectors.

With a focus on industry verticals, the CODM gains a more transparent view of the Group’s operations. This includes recognizing and assessing synergies achieved by introducing and integrating technologies and services across different verticals. The Group can also better understand its competitive footprint within each vertical, identifying areas where it can capitalize on its strengths. Moreover, the emphasis on industry verticals highlights the importance of expanding within sectors that offer higher margins, indicating a strategic approach to revenue generation and profitability.

Shifting toward industry verticals prompts the Group to reevaluate its global resources in alignment with the specific needs and growth potential of each vertical. This means that the Group will strategically allocate its resources, such as talent, technology, and investments, to effectively capitalize on growth opportunities within each sector. This dynamic resource allocation supports the Group’s overarching strategy of maximizing growth and efficiency.

Although the Group still reports geographical segments to the CODM, these are no longer the primary focus of the Group’s operations and reporting. Instead, the four primary segments now revolve around industry verticals, reflecting the Group’s strategic shift:

• Banking Financial Services & Insurance (BFSI): This segment likely includes activities related to banking, financial services, and insurance.

• Retail & CPG (Consumer Packaged Goods): This segment encompasses retail operations and consumer goods.

• Telco (Telecommunications): This segment involves telecommunications services and technologies.

• Technology : This segment includes technology-related solutions , products and services.

• Others: This catch-all category may include any remaining segments that don’t fall into the specific verticals mentioned above.

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5.14

Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the liabilities incurred to the former owners of the acquired business, fair value of any asset or liability resulting from a contingent consideration arrangement, fair values of the assets transferred; and equity interests issued by the Group.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss.

IFRS 3 allows the acquirer a maximum period of one year from the date of acquisition to finalise the accounting for business combination. Identified assets acquired, liabilities assumed or incurred have been carried at fair value as at the acquisition date. The fair valuation exercise is required to be finalized within a period one year of acquisition date. Any adjustment arising at the time of finalization of this exercise is incorporated with retrospective effect from the date of acquisition.

5.15

Intangibles

Intangible assets acquired from the market are carried at cost less accumulated amortization and any impairment losses.

Expenditure on research (or the research phase of an internal project) is recognized as an expense in the period in which it is incurred;

Development costs incurred on specific projects are capitalized when all the following conditions are satisfied:

• Completion of the intangible asset is technically feasible so that it will be available for use or sale.

• The Group intends to complete the intangible asset and use or sell it.

• The Group has the ability to use or sell the intangible asset.

• Intangible asset will generate probable future economic benefits.

• The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

• The Group’s ability to measure reliably the expenditure attributable to the intangible asset during its development.

The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by the management. Development costs not meeting the criteria for capitalization are expensed as incurred.

After initial recognition, internally generated intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. These are amortized using straight line method at the rates given in Note 8.1.3. Full month amortization is charged in month of acquisition and no amortization is charged in month of disposal.

The Group assesses at each reporting date whether there is any indication that intangible assets may be impaired. If such indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable amount. Where carrying amounts exceed the respective recoverable amount, assets are written down to their recoverable amounts and the resulting impairment loss is recognized in consolidated statement of profit or loss. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Where an impairment loss is recognized, the amortization charge is adjusted in the future periods to allocate the asset’s revised carrying amount over its estimated useful life.

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5.16

Impairment of non-financial assets

The carrying amounts of non-financial assets other than deferred tax asset, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or group of assets (the “cash generating unit, or CGU”).

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in the consolidated statement of profit or loss.

Impairment loss recognized in prior periods is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

5.17

Sales Tax

Expenses and assets are recognized net of the amount of sales tax, except:

• When the sales tax incurred on purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

• When receivables and payables are stated with the amount of sales tax included, the net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.

5.18

Foreign currency transactions

Assets and liabilities in foreign currencies are translated into Pak Rupees at the rate of exchange prevailing at the reporting date. Transactions during the year are converted into Rupees at the exchange rate prevailing at the date of such transaction. All exchange differences are charged to the consolidated statement of profit or loss.

On consolidation, the assets and liabilities of foreign operations are translated into Pak Rupees at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average rates prevailing during the year. The exchange differences arising on translation for consolidation are recognized in consolidated other comprehensive income. On disposal of a foreign operation, the component of consolidated other comprehensive income relating to that particular foreign operation is recognized in the consolidated statement of profit or loss.

6. Summary of other accounting policies

Other than material accounting policies applied in the preparation of these consolidated financial statements are set out below for ease of user’s understanding of these consolidated financial statements. These policies have been applied consistently for all periods presented, unless otherwise stated.

6.1

Interests in joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

When the Group undertakes its activities under joint operations, the Group as a joint operator recognizes in relation to its interest in a joint operation:

1. Its assets, including its share of any assets held jointly;

2. Its liabilities, including its share of any liabilities incurred jointly;

3. Its revenue from the sale of its share of the output arising from the joint operation;

4. Its share of the revenue from the sale of the output by the joint operation; and

5. Its expenses, including its share of any expenses incurred jointly

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. When Group transacts with a joint operation in which a Group is a joint operator, the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognized in the Group’s standalone financial statements only to the extent of other parties’ interests in the joint operation. When Group transacts with a joint operation in which Group is a joint operator, the Group does not recognize its share of the gains and losses until it resells those assets to a third party.

The Group has interest in joint operation UUS Joint Venture (Private) Limited, a Group set up specifically for executing multi-year contract “Package 04A – Airport Information Management System (AIMS)”, a turnkey project for New Islamabad International Airport by Pakistan Civil Aviation Authority.

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6.2 Advances and deposits

Advances are recognized at nominal amount which is the fair value of considerations to be received in future. Trade deposits with no fixed repayment date are measured at cost being amount paid on initial recognition. Fair value of these deposits is not considered to be materially different from cost.

6.3 Other income

Profit on deposit accounts and gain on short term investments and other income is recognized using effective interest rate.

Gains / (losses) arising on revaluation of securities classified as fair value through profit or loss are included in the consolidated statement of profit or loss in the period in which they arise.

6.4 Finance costs

Finance cost is charged to consolidated statement of profit or loss in the year in which it is incurred.

6.5 Dividends and appropriation reserves

Dividends and other appropriation to reserves are recognized in the consolidated financial statements in the period in which these are approved. However, if they are approved after the reporting period but before the financial statements are authorized for issue, they are disclosed in the notes to the financial statements.

6.6 Derivative financial instruments

Derivatives are only used for economic hedging purposes as a forward cover against the Group’s specified export receipts, and not as speculative investments. Derivatives are initially recognised at cost on the date a derivative contract is entered and they are subsequently remeasured to their fair value using level 2 valuation techniques at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of item being hedged. The Group has not designated any derivative instrument as hedging instrument. These are presented as current assets or liabilities to the extent these are expected to be settled within 12 months after the end of reporting period. Changes in fair value of any derivative instrument are recognised immediately in the statement of profit or loss and are included in other operating expenses / income.

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7. Property and equipment

Operating fixed assets Capital work in progress

(7.1) (7.1.4) Note	4,095,548,439 127,044,789 4,222,593,228 2025 Rupees	2024
		3,653,301,482 1,514,872
		3,654,816,354

7.1 Operating fixed assets

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		land		and installations	and installations		ngs			Improvements
						Rupees
At December 31, 2025
Cost	592,234,914	735,539,849	3,358,922,659	919,831,486	464,858,994	166,900,909	489,863,452	771,213,964	84,627,978	311,945,096	7,895,939,301
Accumulated Depreciation	-	(123,214,849)	(1,965,829,507)	(597,312,713)	(290,991,406)	(93,639,336)	(203,996,783)	(239,901,939)	(52,534,289)	(232,970,040)	(3,800,390,862)
Net book value	592,234,914	612,325,000	1,393,093,152	322,518,773	173,867,588	73,261,573	285,866,669	531,312,025	32,093,689	78,975,056	4,095,548,439
For the year ended
December 31, 2025
Opening net book value	592,234,914	630,713,501	1,213,816,543	311,528,797	181,092,545	87,718,959	258,699,441	220,292,579	28,923,868	128,280,335	3,653,301,482
Additions (at cost)	-	-	536,068,086	73,252,817	17,547,169	896,876	11,574,659	141,715,913	5,522,944	2,696,554	789,275,018
Transfer from right-of-use	-	-	-	-	-	-	-	258,211,993	-	-	258,211,993
asset
Acquisition of subsidiary			53,418,066	74,816,984	19,480,696	-	51,472,902	8,449,286	4,387,033	6,169,948	218,194,915
Disposal	-	-	(28,636,412)	(5,472,604)	-	-	(218,153)	(16,352,205)	(186,344)	-	(50,865,718)
Depreciation	-	(18,388,501)	(382,589,355)	(132,255,060)	(44,252,822)	(15,354,262)	(39,049,695)	(81,051,007)	(6,603,552)	(58,293,237)	(777,837,491)
Exchange differences	-	-	1,016,224	647,839	-	-	3,387,515	45,466	49,740	121,456	5,268,240
Closing net book value	592,234,914	612,325,000	1,393,093,152	322,518,773	173,867,588	73,261,573	285,866,669	531,312,025	32,093,689	78,975,056	4,095,548,439
Rate of depreciation (%)	-	2.5	25	20 - 33	4-20	10	10	20	10	10-25
At December 31, 2024
Cost	592,234,914	735,539,849	2,797,056,695	776,586,450	427,831,129	166,004,033	423,646,529	379,143,511	74,854,605	302,957,138	6,675,854,853
Accumulated Depreciation	-	(104,826,348)	(1,583,240,152)	(465,057,653)	(246,738,584)	(78,285,074)	(164,947,088)	(158,850,932)	(45,930,737)	(174,676,803)	(3,022,553,371)
Net book value	592,234,914	630,713,501	1,213,816,543	311,528,797	181,092,545	87,718,959	258,699,441	220,292,579	28,923,868	128,280,335	3,653,301,482
For the year ended
December 31, 2024
Opening net book value	592,234,914	649,102,000	1,222,760,925	428,603,181	198,976,832	104,385,721	290,807,874	48,381,343	33,207,526	172,120,876	3,740,581,192
Additions (at cost)	-	-	524,645,978	71,321,992	43,111,934	-	11,742,657	230,579,703	3,269,040	2,616,448	887,287,752
Disposal	-	-	(19,389,599)	(9,479,388)	-	-	(41,320)	(5,979,594)	(90,155)	-	(34,980,056)
Depreciation	-	(18,388,499)	(497,232,787)	(177,023,356)	(60,996,221)	(16,666,762)	(38,928,356)	(51,063,266)	(7,210,823)	(46,456,989)	(913,967,059)
Exchange differences	-	-	(16,967,974)	(1,893,632)	-	-	(4,881,414)	(1,625,607)	(251,720)	-	(25,620,347)
Closing net book value	592,234,914	630,713,501	1,213,816,543	311,528,797	181,092,545	87,718,959	258,699,441	220,292,579	28,923,868	128,280,335	3,653,301,482
Rate of depreciation (%)	-	2.5	20-33	33	4-20	10	10	20	10	10-25

7.1.1

The cost of operating fixed assets includes assets amounting to Rs 780.44 million (2024: Rs 822.39 million) with nil book value.

7.1.2 Immovable fixed assets include free-hold land and building situated at E-1, Sehjpal, Near DHA Phase-VIII (Ex-Air Avenue), Lahore Cantt. Total area of land is 21.42 kanals (2024: 21.42 kanals).

7.1.3 Depreciation charge for the year has been allocated as follows:

located as follows: Note (33) (34) (35) (36) Cost of revenue Selling and distribution expenses Administrative expenses Research and development expenses Intangibles under development This represents capital work in progress as follows: Opening Additions during the year Balance at the end of the yearBalances at the end of the year	2025 616,113,809 17,239,081 139,948,196 1,946,979 2,589,426 Rupees	2024
		725,223,102 11,407,303 170,469,672 3,080,858 3,786,124 913,967,059 - 1,514,872 1,514,872
	777,837,491
	1,514,872 125,529,917
	127,044,789

7.1.4 This represents capital work in progress as follows:

ANNUAL REPORT 2025 221

7.1.5 Disposal of property and equipment

Details of disposed assets which had a net book value of Rs 500,000 or more, are as follows:

Particulars	Cost Accumulated depreciation Written down value	Gain/(Loss) Mode of disposal Sale proceeds Particulars of buyer
Laptop - Apple MacBook Pro Toyota Fortuner Hyundai Tucson Hyundai Sonata Toyota Altis 1.8 Aggregate of items of property and equipment with individual net book value below Rs 500,000 534,501 9,344,300 9,163,310 8,669,000 6,194,372 225,766,058 20,786 7,789,845 4,125,685 2,542,907 2,560,341 191,766,259 513,715 1,554,455 5,037,625 6,126,093 3,634,031 33,999,799 Rupees		- 12,600,000 7,152,750 6,297,732 3,641,951 51,310,482 (513,715) 11,045,545 2,115,125 171,639 7,920 17,310,683 Written off Company Policy Company Policy Company Policy Company Policy Not applicable Amir Ashiq - Employee Shahid Wasim - Employee S.Husain Ali Zaidi - Employee Rehan Elahi - Employee
2025 259,671,541 208,805,823 50,865,718		81,002,915 30,137,197

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Accumulated Written Mode of Particulars
Particulars Cost depreciation down value Sale proceeds Gain/(Loss) disposal of buyer
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Ciso Catalyst 9200L 48-port Ciso Catalyst 9200L 48-port Ciso Catalyst 9200L 48-port Ciso Catalyst 9200L 48-port Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Laptop - Apple Macbook Pro Toyota Corolla MG HS Kia Sportage Aggregate of items of property and equipment with individual net book value below Rs 500,000 1,090,519 1,090,519 857,419 857,419 635,835 854,875 609,367 580,000 613,333 2,835,670 5,630,000 5,483,870 106,636,905 201,064 201,064 348,112 348,112 37,089 216,099 106,641 72,501 47,704 1,985,737 3,664,631 2,742,440 82,824,481 889,455 889,455 509,307 509,307 598,746 638,776 502,726 507,499 565,629 849,933 1,965,369 2,741,430 23,812,424 Rupees

889,455 889,455 509,307 509,307 598,746 638,776 502,726 507,499 565,629 2,717,000 2,850,000 6,500,000 29,260,774 - - - - - - - - - 1,867,067 884,631 3,758,570 5,448,350 Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy Company Policy EP Systems Pvt Limited - Associate EP Systems Pvt Limited - Associate EP Systems Pvt Limited - Associate EP Systems Pvt Limited - Associate Systems Arabia for Information Technology - Sub subsidiary Techvista Systems FZ LLC - Sub subsidiary Techvista Systems FZ LLC - Sub subsidiary Systems Arabia for Information Technology - Sub subsidiary Techvista Systems FZ LLC - Sub subsidiary Muhammad Waheed - Employee Roohi Khan - Employee Zahid Mahmood Janjua - Employee

2024 127,775,731 92,795,675 34,980,056

46,938,674 11,958,618

ANNUAL REPORT 2025 222

8. Intangibles

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Note
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Intangibles - owned (8.1) Intangibles under development (8.2)

2025 2021 Rupees2024 Rupees 11,904,142,292 9,771,819,755 87,649,798 109,615,749 11,991,792,090 9,881,435,504

8.1 Intangibles - owned

Intangibles - ow 81	ned
.	Internally Generated Acquired
(8.1.1) Note (8.3) (8.1.4) (8.1.5) (8.2.1) Customer contracts Customer Relationship Goodwill Other intangibles Customer Lifecycle Management Digital Wallet Model Bank (Country Model Bank) Retail Loan Origination System Proftability Distribution Service Islamic KPI Dashboard Total 620,696,906 (419,235,397) 2,557,300,000 (42,621,667) 193,911,527 (193,911,527) 5,351,399,775 - 5,490,688,866 (1,908,454,829) 39,796,032 (27,060,758) 41,910,453 (28,096,097) 246,786,081 (50,388,481) 15,254,188 (10,468,239) 33,075,149 (20,780,383) 39,973,154 (25,632,461) 14,630,792,131 (2,726,649,839) At December 31, 2025 Cost Accumulated amortization Rupees License: Country Model Bank
201,461,509 2,514,678,333 - 5,351,399,775 3,582,234,037 12,735,274 13,814,356 196,397,600 4,785,949 12,294,766 14,340,693 11,904,142,292 Net book value
(8.2.1) (8.1.2) 292,861,509 - - (91,400,000) - - - 2,557,300,000 (42,621,667) - - - 526,286 (526,286) - 5,302,488,184 - 20,335,425 - 28,576,166 4,045,195,843 - - (471,574,641) 8,612,835 26,000,618 - - (13,265,344) - 27,784,507 - - (13,970,151) - 16,445,616 221,690,050 - (41,738,066) - 9,870,678 - - (5,084,729) - 23,319,816 - - (11,025,050) - 27,852,984 - - (13,329,592) (182,699) 9,771,819,755 221,690,050 2,578,161,711 (704,535,526) 37,006,302 For the year ended December 31, 2025 Opening net book value Transfers from intangibles under development Acquisition of subsidiary Amortization Exchange differences
201,461,509 2,514,678,333 - 5,351,399,775 3,582,234,037 12,735,274 13,814,356 196,397,600 4,785,949 12,294,766 14,340,693 11,904,142,292 Closing net book value
(8.1.1) 620,696,906 (327,835,397) - - 193,385,241 (193,385,241) 5,302,488,184 - 5,482,076,031 (1,436,880,188) 39,796,032 (13,795,414) 41,910,453 (14,125,946) 25,096,031 (8,650,415) 15,254,188 (5,383,510) 33,075,149 (9,755,333) 39,973,154 (12,120,170) 11,793,751,369 (2,021,931,614) At December 31, 2024 Cost Accumulated amortization
292,861,509 - - 5,302,488,184 4,045,195,843 26,000,618 27,784,507 16,445,616 9,870,678 23,319,816 27,852,984 9,771,819,755 Net book value
(8.1.2) 415,872,020 - (123,010,511) - - - - - 3,377,286 - (3,377,286) - 5,353,083,748 - - (50,595,564) 4,544,165,908 - (467,748,954) (31,221,111) - 39,796,032 (13,795,414) - - 41,910,453 (14,125,946) - - 25,096,031 (8,650,415) - - 15,254,188 (5,383,510) - - 33,075,149 (9,755,333) - - 39,973,154 (12,120,170) - 10,316,498,962 195,105,007 (657,967,539) (81,816,675) For the year ended December 31, 2024 Opening net book value Transfers from intangibles under development Amortization Exchange differences
292,861,509 - - 5,302,488,184 4,045,195,843 26,000,618 27,784,507 16,445,616 9,870,678 23,319,816 27,852,984 9,771,819,755 Closing net book value

8.1.1 The cost of the intangibles includes assets amounting to Rs 288.08 million (2024: Rs 193.39 million) with nil book value.

8.1.2 Amortization charge for the year has been allocated as follows:

(33) (34) (35) (36) (8) Cost of revenue Selling and distribution expenses Administrative expenses Research & Development Expenses Intangibles under development Note	704,535,526 - - - 657,552,957 54,824 322,459 21,691 15,608 2021 Rupees 2025 2024 Rupees	704,535,526 - - - 657,552,957 54,824 322,459 21,691 15,608 2021 Rupees 2025 2024 Rupees
	704,535,526	657,967,539

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8.1.3 Amortization methods and useful life

The Group amortizes intangible assets with a limited useful life, using straight-line method at the following rates:

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	%
Other intangibles	33
License: Country Model Bank	6.67-10
Digital Wallet	33
Customer contracts	20-50
Customer Relationship	10
Customer Lifecycle Management	33
Model Bank (Country Model Bank)	33
Retail Loan Origination System	33
Proftability Distribution Service Islamic	33
KPI Dashboard	6.67

8.1.4

License: Country Model Bank (CMB License)

This represents CMB licenses purchased by the Group from Temenos as referred to in note 26.1.2. The estimated remaining useful life of these licenses ranges from 6.75 years to 13 years (2024: 7.75 years to 14 years). Furthermore, CMB which is internally generated has estimated remaining useful life of 4.17 years (2024: Nil).

8.1.5

Customer contracts

The customer contracts were acquired as part of business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight- line based on the timing of projected cash flows of the contracts over their estimated useful lives. The remaining estimated useful life of the intangible is 1.51 years (2024: 2.51 years).

8.1.6

Customer relationship

The customer relationship was acquired as part of business combinations. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight- line based on the timing of projected cash flows of the contracts over their estimated useful lives. The remaining estimated useful life of the intangible is 9.83 years (2024: Nil).

8.2 Business Combinations

8.2.1

Summary of acquisition of British American Tobacco SAA Services (Private) Limited ‘BAT PK’

On October 31, 2025, the Group acquired 100% control of British American Tobacco SAA Services (Private) Limited pursuant to a Share Purchase Agreement between Systems Limited and British American Tobacco International Holdings (UK) Limited. British American Tobacco SAA Services (Private) Limited is a company incorporated in Pakistan and engaged in the business of transforming traditional and siloed support functions which include but are not limited to Marketing, Finance, HR, Procurement into a centralised, strategic and unified organisation that drives efficiency and value across the entire enterprise.

The acquisition has been accounted for as a business combination under International Financial Reporting Standard (IFRS) 3 ‘Business Combinations’. A purchase price allocation exercise has been performed by management, assisted by an external expert. The primary element of the valuation exercise assessed the fair value of identifiable intangible assets in the form of customer relationship of Rs 2,557.30 million and resultantly the Group has recognized a goodwill of Rs 20.3 million, in addition to the fair value of the net assets acquired.

Details of purchase consideration, the net assets acquired and goodwill are as follows:

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Purchase consideration
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2025
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Cash consideration Property and equipment Intangibles Right-of-use assets Intangible: customer relationship Long term deposits Trade debts Loans, advances and other receivables Trade deposits and short term prepayments Cash and bank balances Provision for gratuity Provision for pension Lease liabilities Trade and other payables Provision for taxation - net Net identifable assets acquired Add: goodwill Net assets acquired Purchase consideration	3,430,208,761 218,194,915 526,286 912,404,602 2,557,300,000 14,867,836 113,197,663 1,357,577 34,932,417 1,339,937,420 (179,452,508) (310,880,562) (888,697,833) (399,625,977) (4,188,500) 3,409,873,336 Rupees
	20,335,425 3,430,208,761
	3,430,208,761

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(i) Acquired receivables

The fair value of trade receivables acquired is Rs 113.97 million. The gross contractual amount for trade receivables due is also Rs 113.97 million.

(ii) Revenue and profit contribution

The acquired business contributed a revenue of Rs 614.39 million and a net profit of Rs 113.06 million to the Group for the period October 31, 2025 and December 31, 2025.

Revenue and profit value of acquired entity

If the acquisition had occurred on January 01, 2025, consolidated revenue and consolidated profit for the year would have been Rs 84,072.52 million and Rs 10,992.59 million respectively. These amounts have been calculated using the subsidiary results and adjusting them for differences in accounting policies between the Group and subsidiary and the additional amortization charge assuming the fair value adjustments to intangibles had applied from January 01, 2025.

Purchase consideration - cash outflow

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Purchase consideration - cash outflow
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2025
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Outfow of cash to acquire subsidiary, net of cash acquired Cash consideration Less: cash balance acquired Net cash outfow for investing activities	3,430,208,761 (1,339,937,420) Rupees
	2,090,271,341

8.2.2

Customer relationship is identified as an intangible during the business combination. British American Tobacco SAA Services (Private) Limited has provided dedicated delivery services to the seller group and its entities since 2008 through to the transaction date, evidencing a existing customer relationship. Following the acquisition, the Company will continue providing the similar services pursuant to a Master Service Agreement ‘MSA’ for a ten year period, where the ultimate beneficiary of those services will remain the existing customer.

Valuation techniques used to derive level 3 fair values

Multiperiod excess earnings method : This method assumes that, in addition to the identified intangible, a business uses other contributory assets to generate revenue, each earning an economic return. The residual income remaining after deducting these charges from business income is attributed to the intangible and discounted to determine its value. The fair value of the customer relationship is calculated based on a discount rate of 18.98%, terminal value of 5% and key contract terms as per the MSA. The valuation is considered to be level 3 in the fair value hierarchy.

8.2.3 Acquisition-related costs amounting to Rs 18 million has been recognised in the consolidated statement of profit or loss.

8.3 Intangibles under development

As at December 31, 2025 Opening balance Additions Transfers to intangibles Closing balance	Custo Man	mer Lifecycle agement Digital Wallet Model Bank (Country Model Bank) Retail Loan Origination System - - - - 109,615,749 199,724,099 (221,690,050) - - Rupees	Proftability Distribution Service Islamic KPI Dashboard Total - - - - 109,615,749 199,724,099 (221,690,050)
		- - 87,649,798 -	- - 87,649,798
As at December 31, 2024 Opening balance Additions Transfers to intangibles Closing balance	Customer Lifecycle Management Digital Wallet Model Bank (Country Model Bank) Retail Loan Origination System 39,796,032 - (39,796,032) 41,910,453 - (41,910,453) 25,096,031 109,615,749 (25,096,031) 15,254,188 - (15,254,188) Rupees		Proftability Distribution Service Islamic KPI Dashboard Total 33,075,149 - (33,075,149) 39,973,154 - (39,973,154) 195,105,007 109,615,749 (195,105,007)
	- - 109,615,749 -		- - 109,615,749

ANNUAL REPORT 2025 225

8.4 Goodwill

This represents goodwill relating to acquisition of following subsidiaries:

dwill epresents goodwill relating to acquisition of following subsidiaries:
NDC Group Techvista Information Technology WLL Qatar Treehouse Consultancy LLC British American Tobacco SAA Services (Private) Limited (8.2.1)	4,920,610,638 314,966,802 95,486,910 20,335,425 5,351,399,775 2025 Rupees		2024
			4,895,120,593 312,466,415 94,901,176 -
			5,302,488,184

8.4.1 Impairment testing of goodwill

8.4.1.1

NDC Group

The Group includes the goodwill associated with the acquisition of NDC Group in the net assets of the Banking & Financial Services (BFSI) segment. This is because all these companies exclusively offer services and solutions to the BFSI segment. Consequently, the group assesses the impairment of goodwill related to these entities as part of the impairment test for the net assets of the BFSI segment.

Following this approach, the group identifies all directly attributable cash flows linked to the BFSI segment and projects them using assumptions approved by management. The management-approved segment cash flow projections span a five-year period. The present value of the anticipated cash flows for this segment is determined by applying a suitable discount rate of 23.44%, a growth rate of 17%, a terminal growth rate of 5% and an expected yearly increase in employee headcount and related payroll costs to account for growth and inflation.

The average annual growth rate forecasted over the five-year period is based on comparative industry estimates, research papers, and management’s expectations regarding market development. The discount rate reflects the specific risks inherent in the market sector and the countries in which the business operates. The terminal growth rate, which is the weighted average growth rate used to extend cash flows beyond the budget period, is consistent with forecasts included in industry and country reports.

8.4.1.2

Techvista Information Technology WLL Qatar

The Group includes the goodwill associated with Techvista Information Technology WLL in the net assets of the Growth segment. The impairment testing of goodwill of Techvista Information Technology WLL is determined on discounted cash flow basis.

These calculations use cash flow projections based on financial budgets approved by management covering a five year period. The present value of the expected cash flows of the above segment is determined by applying a suitable discount rate of 9.02%, growth rate of 6% and terminal growth of 3.4%.

Average annual growth rate forecasted over a 5-year period has been used based on comparative industry estimates, research papers and management’s expectation of market development while discount rate reflects specific risks of market sector and country in which the business operates. Terminal growth rate is the weighted average growth rate used to extrapolate cash flows beyond the budget period which is consistent with forecasts included in industry and country reports.

8.4.1.3 Treehouse Consultancy LLC

The Group includes the goodwill associated with Treehouse Consultancy LLC in the net assets of the Banking & Financial Services (BFSI) segment. This is because Treehouse Consultancy LLC exclusively offers services and solutions to the BFSI segment. Consequently, the Group assesses the impairment of goodwill related to Treehouse Consultancy LLC as part of the impairment test for the net assets of the BFSI segment.

These calculations use cash flow projections based on financial budgets approved by management covering a five year period. The present value of the expected cash flows of the above segment is determined by applying a suitable discount rate of 12%, a growth rate of 5% and terminal growth rate of 2%.

Average annual growth rate forecasted over a 5-year period has been used based on comparative industry estimates, research papers and management’s expectation of market development while discount rate reflects specific risks of market sector and country in which the business operates. Terminal growth rate is the weighted average growth rate used to extrapolate cash flows beyond the budget period which is consistent with forecasts included in industry and country reports.

ANNUAL REPORT 2025 226

8.4.1.4 British American Tobacco SAA Services (Private) Limited

The Group includes the goodwill associated with British American Tobacco SAA Services (Private) Limited in the net assets of the Technology segment. The impairment testing of goodwill of the British American Tobacco SAA Services (Private) Limited is determined on discounted cash flow basis.

These calculations use cash flow projections based on financial budgets approved by management covering a ten year period. The present value of the expected cash flows of the above segment is determined by applying a suitable discount rate of 19.4% and a terminal growth rate of 5%. Revenues are determined by contractually fixed headcount and productivity schedules.

The discount rate reflects specific risks of market sector and country in which the business operates. Terminal growth rate is the weighted average growth rate used to extrapolate cash flows beyond the budget period which is consistent with forecasts included in industry and country reports.

9. Long term investments

(9.1) (9.2) (9.2.1) (9.3) (9.2.2) Ordinary investment-unquoted Jomo Technologies (Private) Limited Boston Health AI Inc: • 900,000 fully paid ordinary shares of USD 0.0001/- each Equity held 9% • Surplus on fair valuation of investment (Level - 3) Advance against issuance of shares B2B Holdings (Private) Limited Boston Health AI Inc. Note	- 25,242 17,350,163 17,375,405 - 140,008,000 140,008,000 - - - - 101,076,560 - 101,076,560 2021 Rupees 2025 2024 Rupees	- 25,242 17,350,163 17,375,405 - 140,008,000 140,008,000 - - - - 101,076,560 - 101,076,560 2021 Rupees 2025 2024 Rupees
	157,383,405	101,076,560

9.1

Jomo Technologies (Private) Limited

This represents 25,000,000 fully paid ordinary shares of Rs 10/- each, representing 8.83% (2024: 25,000,000 fully paid ordinary shares of Rs 10/- each, representing 8.83%) shares in Jomo Technologies (Private) Limited measured at fair value through profit or loss. The cost of investment was Rs 150,000,000 which was fully impaired in the year 2023, as a result of deteriorating cashflow position and other relevant factors affecting the company’s financial performance.

• 9.2 This represents an investment in Boston Health AI Inc. (Boston AI), an artificial intelligence company focused on the healthcare sector, incorporated in Delaware, United States.

• 9.2.1 On 20th January 2025, the Group through its wholly owned sub-subsidiary TechVista Systems FZ-LLC entered into a share purchase agreement with Boston AI. Under the terms of the agreement, the Group subscribed to 900,000 ordinary shares of USD 0.0001/each, representing 9% share in Boston AI. Since Boston AI’s ordinary shares are not listed, the management based on an internally generated model has estimated a fair value of Rs 19.14 (USD 0.0684) per ordinary share as at December 31, 2025. Hence, it has been classified under level 3 of fair value hierarchy as further explained in note 49.6 to these consolidated financial statements. The fair value gain of Rs 17.23 million is included in other comprehensive income.

The significant assumptions used in the valuation technique are as follows:

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Equity volatility:	30%
Time to liquidity:	5 years
Risk-free rate:	3.78%
Discount for lack of marketability:	30%
Minority interest discount:	10%

ANNUAL REPORT 2025 227

Sensitivity Analysis

Sensitivity analysis of the significant assumptions used in the valuation technique are as follows, with all other variables held constant as at December 31, 2025:

constant as at December 31, 2025:
	Impact on fair value	gain
	+1%	-1%
Signifcant assumptions	(Rupees)
Equity volatility	14,475	(12,711)
Risk-free rate	284,887	(297,168)
Discount for lack of marketability	(248,158)	248,158
Minority interest discount	(193,012)	193,012
	+1 year	-1 year
Time to liquidity	257,415	(263,281)

• 9.2.2 On October 22, 2025, the Group through its wholly owned sub-subsidiary TechVista Systems FZ-LLC invested for the right to purchase preference shares of Boston AI amounting to USD 500,000 through simple agreement for future equity (safe note). In case of any future equity financing by Boston AI, the safe note will automatically be converted into preference shares. Given the proximity of the transaction closer to the reporting date, and in the absence of evidence of a material change in the investee’s condition, the safe note is carried at cost as the best available evidence of fair value.

9.3 B2B Holdings (Private) Limited

This represents amount invested by the Group amounting to Rs 101.08 million (USD 360,000) [2024: Rs 101.08 million (USD 360,000)] against the right to purchase preference shares of B2B Holdings (Private) Limited through simple agreement for future equity. In case of any future equity financing by B2B Holdings (Private) Limited, the safe note will automatically be converted into preference shares. This is carried at cost, is unsecured and carries no interest.

During current year, the management of the Group conducted a thorough review of its investment considering the deteriorating cashflow position and other relevant factors affecting the company’s financial performance.

The management identified several indicators that strongly suggest fair value loss on this investment, including but not limited to:

Operational shutdown of the principal business model

The principal operating subsidiary of B2B Holdings (Private) limited is Jugnu, a business-to-business (B2B) commerce marketplace that operated in Pakistan’s fast-moving consumer goods (FMCG) supply chain segment.

Jugnu announced the discontinuation of its asset-heavy, self-managed fulfillment centre and inventory model — the core revenue-generating model of the operating company. The company initiated the closure of the existing operations i.e. the assetheavy marketplace and logistics model, including liquidation of inventory, warehousing infrastructure, and other fixed assets. This constituted a fundamental and irreversible change in the operational viability of the enterprise and qualifies as a significant adverse change in the technological, market, economic, or legal environment under IFRS 9.

Failure to secure follow-on equity financing

The operating company’s decision to abandon its primary business model was directly attributed to the inability to raise further equity financing. The SAFE note has not converted to preference shares, as no qualifying equity financing event has occurred since initial recognition. Prospects of a future qualifying event at a valuation that would preserve or restore value to the Group’s investment are, in management’s assessment, negligible.

Uncertainty regarding going concern of the operating subsidiary

Whilst B2B Holdings has not entered formal liquidation proceedings, the operating company’s cessation of its core operations, liquidation of tangible and intangible assets (excluding technology intellectual property), and material workforce restructuring collectively indicate that the recoverable amount of the underlying business is substantially below the carrying amount of the Group’s SAFE note investment.

• Management has evaluated all available evidence in estimating the recoverable amount of the investment, including: the absence of any qualifying equity financing event triggering conversion of the SAFE note;

• the cessation of the asset-heavy operations and liquidation of associated physical assets;

• the absence of observable market transactions for comparable instruments that would support a positive residual enterprise value attributable to the Group’s position;

• the illiquid and subordinated nature of the SAFE note, which has no contractual path to recovery absent a future fundraise or exit event; and

• management’s assessment that the probability of a qualifying conversion event at a value exceeding nil is remote, given the operational status of the investee

Based on this assessment, management has determined that there is no reasonable basis on which a positive recoverable amount can be supported. Accordingly, the full carrying amount of Rs. 101.08 million has been written off and an impairment loss of Rs. 101.08 million has been recognised in the statement of profit or loss for the year ended December 31, 2025, classified within “Impairment loss on financial assets”.

ANNUAL REPORT 2025 228

9.3.1 Reconciliation of gain / (loss) on re-measurement of long term investments as of the reporting date is as follows:

Carrying value as at January 01 Unrealized loss for the year Carrying value as at December 31 Investment in associates (10.1) (10.2) (10.3) (10.4) SalesFlo (Private) Limited 146,820 fully paid ordinary shares of Rs 10/- each SalesFlo Pte LTD. - 196,975 fully paid ordinary shares of SGD 0.01 each E-Processing Systems B.V. 179,507 fully paid ordinary shares of USD 0.01/- each Techvista Systems South Africa (Pty) Ltd. - 48 unpaid ordinary shares of ZAR 1/- each Note	101,076,560 (101,076,560) 101,076,560 - 2021 Rupees 2025 2024 Rupees	101,076,560 (101,076,560) 101,076,560 - 2021 Rupees 2025 2024 Rupees
	-	101,076,560
	86,583,557 2,776,094 - - 74,504,747 413,038 87,276,577 - 2021 Rupees 2025 2024 Rupees
	89,359,651	162,194,362

10. Investment in associates

10.1 SalesFlo (Private) Limited

This represents 146,820 fully paid ordinary shares of Rs 10/- each, representing 19.69% (2024: 146,820 fully paid shares of Rs 10/- each, representing 19.69%) share in the Group’s associate, SalesFlo (Private) Limited (SPL), a company set up in DHA Phase 6, Karachi, to provide services of software designing, development, implementation, maintenance, testing / benchmarking and to provide internet / web based applications. Through the shareholder agreement, SVPL is guaranteed one out of five seats on the board of SPL, and it participates in all significant financial and operating decisions. The group has determined that it has significant influence over this entity.

10.1.1 Movement in investment in associate during the year is as follows:

(10.1.1.1) (10.1.1.1) (10.1.2) Carrying value as at January 01 Share of proft / (loss) from associate Share of other comprehensive income / (loss) from associate Dividend received Carrying value as at December 31 This comprises of: Cost of investment Share of proft from associate accounted for using the equity method Share of other comprehensive income from associate Accumulated impairment loss Dividend received Note	74,504,747 12,078,810 - - 80,912,736 (2,677,697) 1,298,586 (5,028,878) 2021 Rupees 2025 2024 Rupees	74,504,747 12,078,810 - - 80,912,736 (2,677,697) 1,298,586 (5,028,878) 2021 Rupees 2025 2024 Rupees
	86,583,557	74,504,747
	468,000,000 57,607,653 528,241 (434,523,459) (5,028,878)	468,000,000 45,528,843 528,241 (434,523,459) (5,028,878)
	86,583,557	74,504,747

10.1.1.1 Share of loss from associate and other comprehensive income of the associated company is based on un-audited financial statements for the year ended December 31, 2025:

Total proft / (loss) for the year 19.69% (2024: 19.69%) share of proft Other comprehensive income for the year 19.69% (2024: 19.69%) share of OCI	61,321,536 12,078,810 - - (23,595,152) (2,677,697) 6,595,153 1,298,586 2021 Rupees 2025 2024 Rupees	61,321,536 12,078,810 - - (23,595,152) (2,677,697) 6,595,153 1,298,586 2021 Rupees 2025 2024 Rupees
		(2,677,697)
		6,595,153
		1,298,586

ANNUAL REPORT 2025 229

• 10.1.2 An impairment test was carried out for SalesFlo (Private) Limited (‘Salesflo’) by the management during the year ended December 31, 2023 due to the impairment indicators of decrease in the economic performance of Salesflo, significant change in the economic conditions and disposal of discontinued operations affecting future profitability.

The Group reviewed the carrying amount of its investment in equity instruments of Salesflo and its recoverability to determine whether there is an indication that such investment had suffered an impairment loss. The recoverable amount of investment in Salesflo was determined based on ‘value in use’ of Salesflo. The ‘value in use’ had been worked out by the management using income approach.

As the recoverable amount of the investment worked out was lower than its carrying value, therefore, an impairment loss was recognized in these consolidated financial statements. The recoverable amount of the investment was determined to be lower than its carrying amount by Rs 2,960 per share and the carrying amount was accordingly reduced by Rs 434.52 million.

10.1.3

10.1.4

10.2

Summarised financial information

Set out below is the summarized financial statement information of SalesFlo (Private) Limited which is accounted for using equity method. The information disclosed reflects the amounts presented in the unaudited financial statements of the associated company, for the year ended December 31, 2025.

Revenue Proft / (Loss) from continuing operations after tax Proft from discontinuing operations after tax OCI Total Comprehensive income / (Loss) Non-current assets Current assets Non-current liabilities Current liabilities Net assets attributable to owners of the Group Reconciliation to carrying amounts Net assets as on January 01 Proft / (Loss) for the year Other comprehensive proft / (loss) Capital reserve - issue of right shares Dividend paid during the year NCI derecognized/transferred during the year Net assets attributable to owners of the group Company’s percentage in shareholding Company’s share in carrying value of net assets Excess of purchase consideration over share in carrying value of net assets at the date of acquisition Impairment loss Carrying amount of investment as at December 31	1,007,962,835 975,303,585 2021 Rupees 2025 2024 Rupees	1,007,962,835 975,303,585 2021 Rupees 2025 2024 Rupees
	61,321,536 - -	(42,447,369) 18,852,217 6,595,153
	61,321,536	(16,999,999)
	167,428,038 867,547,805 (30,295,696) (262,453,438)
		53,909,783 760,117,030 - (133,121,640)
	742,226,709	680,905,173
	680,905,173 61,321,536 - - - 725,177,925 (23,595,238) 6,595,153 456,960 (27,729,627) - 2021 Rupees 2025 2024 Rupees
	742,226,709	680,905,173
	19.69% 146,144,439 374,962,577 (434,523,459)	19.69% 134,065,629 374,962,577 (434,523,459)
	86,583,557	74,504,747

SalesFlo Pte Ltd.

This represents 196,975 fully paid ordinary shares of SGD 0.01/- each, representing 19.69% (2024: 196,975 fully paid shares of SGD 0.01/- each, representing 19.69%) share in the Group’s associate, SalesFlo PTE Limited (SFPL).Through the board representation, Techvista Systems FZ-LLC, a sub-subsidiary of the Group, represents one out of four seats on the board of SFPL, and it participates in all significant financial and operating decisions. The Group has determined that it has significant influence over this entity.

ANNUAL REPORT 2025 230

10.2.1 Movement in investment in associate during the year is as follows:

hare of loss from associate and other comprehensive income of the associated company is based on un-audited fnancial tatements for the year ended December 31, 2025: (10.2.1.1) Carrying value as at January 01 Investment made during the year - at cost Share of proft from associate Carrying value as at December 31 This comprises of: Cost of investment Share of proft from associate accounted for using the equity method Total proft for the year 19.69% (2024: 19.69%) share of proft Other comprehensive income / (loss) for the period 19.69% (2024: 19.69%) share of OCI 413,038 - 2,363,056 2,776,094 413,038 2,363,056 2,776,094 12,001,303 2,363,056 - - - 413,038 - 413,038 413,038 - 413,038 - - - - Note 2021 Rupees 2021 Rupees 2025 2025 2024 2024 Rupees Rupees	413,038 - 2,363,056 - 413,038 - 2021 Rupees 2025 2024 Rupees	413,038 - 2,363,056 - 413,038 - 2021 Rupees 2025 2024 Rupees
		- 413,038 -
	2,776,094	413,038
	413,038 2,363,056	413,038 -
	2,776,094	413,038
		-
		-
		-
		-

10.2.1.1 Share of loss from associate and other comprehensive income of the associated company is based on un-audited financial statements for the year ended December 31, 2025:

10.2.2

10.2.3

Summarised financial information

Set out below is the summarized financial statement information of SalesFlo PTE Limited which is accounted for using equity method. The information disclosed reflects the amounts presented in the most recent unaudited financial statements of the associated company, for the year ended December 31, 2025.

Revenue Proft from continuing operations after tax Current assets Non-current liabilities Current liabilities Net assets attributable to owners of the Group Net assets as on January 01 Proft for the year Exchange translation differences Transferred from discontinued operations of Salesfo (Private) Limited Net assets attributable to owners of the group Company’s percentage in shareholding Company’s share in carrying value of net assets Excess of purchase consideration over share in carrying value of net assets at the date of acquisition Carrying amount of investment as at December 31 Reconciliation to carrying amounts	211,634,406 - 2021 Rupees 2025 2024 Rupees	211,634,406 - 2021 Rupees 2025 2024 Rupees
		-
	12,001,303	-
	132,272,017 (1,637,938) (197,518,242) (66,884,163)
		67,125,012 (1,632,970) (144,873,597)
		(79,381,555)
	(79,381,555) 12,001,303 496,089 - - - - (79,381,555) 2021 Rupees 2025 2024 Rupees
	(66,884,163)	(79,381,555)
	19.69% (13,487,456) 16,263,550	19.69% (15,850,512) 16,263,550
	2,776,094	413,038

10.3

E-Processing Systems B.V.

This represents 179,507 fully paid ordinary shares of USD 0.01/- each, representing 34.30% (2024: 179,507 fully paid shares of USD 0.01/- each, representing 34.30%) share in the Holding Company’s associate, E-Processing Systems B.V. , a company set up in Netherlands to make it easier to raise investments and funds from the investors.

ANNUAL REPORT 2025 231

10.3.1 Movement in investment in associate during the year is as follows:

Movement in investment in associate during the year is as follows: Carrying value as at January 01 Share of loss from associate Share of other comprehensive income from associate Carrying value as at December 31 This comprises of: Cost of investment Share of loss from associate Share of other comprehensive loss Gain on dilution due to divestment Accumulated impairment loss (10.3.1.1) (10.3.1.1) (10.3.1.1) (10.3.1.1) Note	87,276,577 (87,299,708) 23,131 201,546,988 (116,295,490) 2,025,079 2021 Rupees 2025 2024 Rupees	87,276,577 (87,299,708) 23,131 201,546,988 (116,295,490) 2,025,079 2021 Rupees 2025 2024 Rupees
	-	87,276,577
	889,335,703 (707,155,368) (6,828,894) 119,588,349 (294,939,790)	889,335,703 (619,855,660) (6,852,025) 119,588,349 (294,939,790)
	-	87,276,577

10.3.1.1 Share of loss from associate and other comprehensive income of the associated company is based on audited financial statements for the year ended December 31, 2025.

Total loss for the period 34.30% share of loss Other comprehensive income for the period 34.30% share of OCI	(414,908,248) (376,360,808) 2021 Rupees 2025 2024 Rupees	(414,908,248) (376,360,808) 2021 Rupees 2025 2024 Rupees
	(87,299,708)	(116,295,490)
	74,858	6,553,654
	23,131	2,025,079

10.3.2 An impairment test was carried out for EPBV by the management during the financial year 2023 due to the impairment indicators of decrease in the economic performance of EPBV and significant change in the economic conditions.

The Group reviewed the carrying amount of its investment in equity instruments of EPBV and its recoverability to determine whether there was an indication that such investment has suffered an impairment loss. The recoverable amount of investment in EPBV was determined based on ‘value in use’ of E-Processing Systems Pakistan (Pvt) Limited, the only wholly owned subsidiary of EPBV. Since, EPBV did not have its own business operations, the assessment of value in use of E-Processing Systems Pakistan served as a reflection of EPBV’s value. The ‘value in use’ was worked out by the management using income approach.

As the recoverable amount of the investment worked out was lower than its carrying value, therefore, an impairment loss was recognized in these consolidated financial statements. The recoverable amount of the investment was determined to be lower than its carrying amount by Rs 1,643 per share and the carrying amount was accordingly reduced by Rs 294.94 million.

10.3.3

Summarised financial information of E-Processing Systems B.V.

Set out below is the summarized financial statement information of E-Processing Systems B.V. which is accounted for using equity method. The information disclosed reflects the amounts presented in the most recent audited financial statements of the associated company, for the year ended December 31, 2025.

Revenue Cost of sales Distribution cost Administrative expenses Other income Other operating expenses Finance costs Loss before tax Taxation Loss for the year Other comprehensive income Total comprehensive loss Non-current assets Current assets Current liabilities Non current liabilities Net assets attributable to owner of Group	339,552,814 (214,531,686) (122,026,914) (344,005,098) 5,271,368 (256,991) (34,330,899) (370,327,406) (44,580,842) 315,617,471 (156,056,974) (136,184,424) (269,055,559) 7,132,551 (61,785,565) (60,211,194) (360,543,694) (15,817,114) 2021 Rupees 2025 2024 Rupees	339,552,814 (214,531,686) (122,026,914) (344,005,098) 5,271,368 (256,991) (34,330,899) (370,327,406) (44,580,842) 315,617,471 (156,056,974) (136,184,424) (269,055,559) 7,132,551 (61,785,565) (60,211,194) (360,543,694) (15,817,114) 2021 Rupees 2025 2024 Rupees
	(414,908,248) 74,858	(376,360,808) 6,553,654
	(414,833,390)	(369,807,154)
	538,212,553 542,004,386 (528,902,088) (12,341,226) 538,973,625	609,538,569 321,039,914 (322,368,867) (998,196,649) (389,987,033)

ANNUAL REPORT 2025 232

10.3.4 Reconciliation to carrying amounts

econciliation to carrying amounts Net assets as on January 01 Loss for the year Other comprehensive income Deposit for issuance of shares Conversion of SAFE notes Net assets attributable to owners of the group Company’s percentage in shareholding Company’s share in carrying value of net assets Excess of purchase consideration over share in carrying value of net assets at the date of acquisition Accumulated impairment loss Carrying amount of investment as at December 31 Guarantees issued by fnancial institutions in favour of customers on behalf of the associate: Commitments	(389,987,033) (414,908,248) 74,858 368,869,048 974,925,000 (20,179,879) (376,360,808) 6,553,654 - - 2021 Rupees 2025 2024 Rupees	(389,987,033) (414,908,248) 74,858 368,869,048 974,925,000 (20,179,879) (376,360,808) 6,553,654 - - 2021 Rupees 2025 2024 Rupees
	538,973,625	(389,987,033)
	34.3% (207,782,570) 502,722,360 (294,939,790)	34.3% (120,505,993) 502,722,360 (294,939,790)
	-	87,276,577
	- 60,000,000 2021 Rupees 2025 2024 Rupees

10.3.5 Commitments

TechVista Systems South Africa (Pty) Ltd

10.4

Techvista Systems South Africa (Pty) Ltd, a Private Company, is a 48% (2024: 48%) owned associate of Systems Africa for Information Technologies (Pty) Ltd. The Company has been setup in Republic of South Africa for the purpose of sale of software services and trading software licenses in the region. No payment has been made against share capital as of reporting date. The Company has no operations.

10.5 The investments in associated companies have been made in accordance with the requirements of the Companies Act, 2017.

11. Right-of-use assets

Set out below are the carrying amounts of right-of-use assets recognized and the movements during the year:

Cost Accumulated depreciation Net book value	1,842,077,758 (692,659,692) 865,822,711 (446,747,310) 2021 Rupees 2025 2024 Rupees	1,842,077,758 (692,659,692) 865,822,711 (446,747,310) 2021 Rupees 2025 2024 Rupees
	1,149,418,066	419,075,401

These represent buildings on lease. The reconciliation of net book value is as follows:

(11.1) Opening net book value Additions Acquistion of Subsidiary Transfer to Property, plant and equipment Depreciation for the year Foreign exchange gain / (loss) Closing net book value Rate of depreciation (%) Note	419,075,401 303,955,263 912,404,602 (258,211,993) (229,310,034) 1,504,827 652,229,054 - - - (199,719,905) (33,433,748) 2021 Rupees 2025 2024 Rupees	419,075,401 303,955,263 912,404,602 (258,211,993) (229,310,034) 1,504,827 652,229,054 - - - (199,719,905) (33,433,748) 2021 Rupees 2025 2024 Rupees
	1,149,418,066	419,075,401
	10-30.77%	10-25%

11.1 The depreciation charge for the year on right-of-use assets has been allocated as follows:

(33) (34) (35) Cost of revenue Selling and distribution expenses Administrative expenses Research and development expenses Intangibles under development Note	168,668,624 2,664,118 57,134,950 762,342 80,000 151,682,748 1,722,000 45,387,290 864,087 63,780 2021 Rupees 2025 2024 Rupees	168,668,624 2,664,118 57,134,950 762,342 80,000 151,682,748 1,722,000 45,387,290 864,087 63,780 2021 Rupees 2025 2024 Rupees
	229,310,034	199,719,905

ANNUAL REPORT 2025 233

12. Long term loans

Considered good - secured

Long term loans 2.
Considered good - secured Due from executives Due from executives Note Note As at January 01 Loans disbursed during the year: Undiscounted amount paid Deferred employee benefts Loans settled during the year Unwinding of discount Repayments Receivable within one year (13) 12.1	(12.1) Note 2025	565,933,316 613,818,425 2021 Rupees 2025 2024 Rupees
		Rupees		2021 Rupees 2024
			Total 843,121,097 497,340,575 (99,776,856) 397,563,719 (207,911,465) 116,672,038 (313,238,872)	Total 712,111,946
	Motor Vehicle Other loans 820,201,388 496,072,023 (99,776,856) 396,295,167 (207,911,465) 114,696,126 (296,558,618) 22,919,709 1,268,552 - 1,268,552 - 1,975,912 (16,680,254)
				684,156,657 (181,538,547)
				502,618,110 (222,817,797) 122,019,708 (270,810,870)
	826,722,598 (260,789,282) 9,483,919 (9,483,919)		836,206,517 (270,273,201)	843,121,097 (229,302,672)
	565,933,316 -		565,933,316	613,818,425

12.2 These interest free loans are repayable between 21 to 60 (2024: 21 to 60) months and are granted to the executives of the Company, in accordance with their terms of employment. These are secured either against post dated cheques or by retaining the title of motor vehicles in the name of the company. These loans were initially recognized at fair value using effective interest rates ranging from 9.96% to 17.51% (2024: 11.3% to 17.51%). The difference between cash paid and present value of cash inflows upon initial recognition has been recognized as deferred employee benefits which is amortized on a straight line basis over the period of the loan.

13. Deferred employee benefits

Deferred employee benefts
As at January 01 Additions during the year Settlements during the year Amortization during the year Current portion of deferred employee benefts	289,420,613 99,776,856 (56,995,420) (85,686,556) 249,223,198 181,538,547 (57,311,475) (84,029,657) 2021 Rupees 2025 2024 Rupees
	246,515,493 (89,612,845)	289,420,613 (86,166,964)
	156,902,648	203,253,649

14. Long term receivable

ong term receivable Opening balance - present value of deferred consideration Unwinding of discount Receipts during the year Exchange translation differences Less: Current portion shown under current assets 39 Note	931,928,616 68,009,019 (335,583,731) 8,044,243 1,184,235,536 68,175,778 (307,707,758) (12,774,940) 2021 Rupees 2025 2024 Rupees
	672,398,147 (427,670,427)	931,928,616 (361,980,429)
	244,727,720	569,948,187

14.1 This represents payment due from Temenos Headquarters S.A for sale of intellectual property (IP). The IP sale agreement between National Data Consultancy FZE and Temenos Headquarters S.A was entered into on September 30, 2023. The agreement contains deferred payment terms, hence the IP has been recognized at present value of total consideration due as per terms. Deferred consideration has been discounted @ 5.00% based on relevant benchmark rate.

ANNUAL REPORT 2025 234

15. Long term deposits

Contract assets Lease buildings Opening balance - present value Unwinding of discount Balance as at 31 December Others Deposits with customers Utilities and other deposits Unbilled revenue Retention money Export Local Less: Allowance for ECL Balance as at January 01 Expense for the year - net Balances written off Foreign exchange differences (39) (16.1) (16.2) (16.3) Note Note Note Unbilled revenue Allowance for ECL	30,466,985 5,325,367 26,910,135 3,556,850 2021 Rupees 2025 2024 Rupees	30,466,985 5,325,367 26,910,135 3,556,850 2021 Rupees 2025 2024 Rupees
	35,792,352 403,499,098 215,918,307	30,466,985 327,781,377 127,336,085
	655,209,757	485,584,447
	12,945,303,629 1,034,451,981 9,000,404,054 452,705,229 2021 Rupees 2025 2024 Rupees
	13,979,755,610	9,453,109,283
	10,735,467,332 2,326,553,070 7,726,289,587 1,362,034,390 2021 Rupees 2025 2024 Rupees
	13,062,020,402 (116,716,773)	9,088,323,977 (87,919,923)
	12,945,303,629	9,000,404,054
	87,919,923 559,473,893 (536,215,153) 5,538,110 79,142,915 78,087,583 (67,370,541) (1,940,034) 2021 Rupees 2025 2024 Rupees
	116,716,773	87,919,923

16. Contract assets

16.1 Unbilled revenue

16.2 Allowance for ECL

Balance as at December 31

16.3 These represent unbilled debtors arising due to recognition of revenue as per IFRS 15 - Revenue from contracts with customers.

17. Trade debts

Trade debts
Considered good: Export Local Less: Allowance for ECL (17.1) (17.2) Note	15,858,335,489 2,073,741,555 14,989,806,511 3,162,160,747 2021 Rupees 2025 2024 Rupees
	17,932,077,044 (356,272,618)	18,151,967,258 (581,450,391)
	17,575,804,426	17,570,516,867

17.1 These include unsecured receivables from related parties against export of outsourcing services. As per contracts with related parties, billing terms range from monthly to quarterly basis and payment is generally due within 120 days from the date of billing. The receivables from related parties include past due balances which are not considered impaired. Detail of related party balances along with aging analysis of the amounts is as follows:

ANNUAL REPORT 2025 235

Not Past Due Past due 0-90 days Past due 91-180 days Past due 181-270 days Past due 271-360 days Past due 361 days and above		- - - - - - 328,072,126 - - - - 109 24,107,898 - - - - - 279,858,235 6,215,434 - - - 148,048 3,030,202,887 - - - - - 46,268,838 - - - - - Rupees Visionet Canada Incorporation AtClose LLC PartnerLinQ Incorporation Visionet EMEA Limited Visionet Systems Incorporation - USA Visionet Deutschland GMBH 2025	et EMEA ited Visionet Systems Incorporation - USA Visionet Deutschland GMBH
		- 328,072,235 24,107,898 286,221,717 3,030,202,887 46,268,838

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Not Past Due Past due 0-90 days Past due 91-180 days Past due 181-270 days Past due 271-360 days Past due 361 days and above		- 56,089,752 123,482,880 - - - 472,230,239 - - - - - 2,463,478 1,876,253 1,407,001 2,916,785 1,831,944 3,727,434 271,735,136 185,602,677 - - - 136,900 3,317,898,529 - - - - - 316,270,378 188,565,138 15,257,366 - - - Rupees
		179,572,632 472,230,239 14,222,895 457,474,713 3,317,898,529 520,092,882

The maximum aggregate amount outstanding by reference to month-end balances was Loans, advances and other receivables Visionet Systems Incorporation - USA Visionet Deutschland GmbH Visionet EMEA Limited AtClose LLC PartnerLinQ Incorporation Visionet Canada Incorporation Balance as at 01 January Expense for the year Balances written off during the year Foreign exchange differences Balance as at 31 December Current maturity of long term loans Advances to staff: against salary against expenses less: expected credit loss Advances to suppliers Loans to related parties Elimination on account of Joint Operation Other receivables from related parties Visionet Deutschland Visionet EMEA Limited Visionet Systems Incorporation - USA PartnerLinQ Inc. AtClose Visionet Canada Other receivables (37) (18.1) (18.2) (18.3) (18.4) (18.5) Note Allowance for ECL 17.1.1 17.2 18.	as follows: 3,843,095,159 875,975,443 766,413,583 181,895,108 975,802,829 24,495,107 581,450,391 332,741,584 (560,208,365) 2,289,008 3,603,087,803 513,695,825 630,939,261 318,976,658 577,215,423 14,222,895 277,466,315 360,204,106 (19,443,090) (36,776,940) 2021 Rupees 2025 2024 Rupees	as follows: 3,843,095,159 875,975,443 766,413,583 181,895,108 975,802,829 24,495,107 581,450,391 332,741,584 (560,208,365) 2,289,008 3,603,087,803 513,695,825 630,939,261 318,976,658 577,215,423 14,222,895 277,466,315 360,204,106 (19,443,090) (36,776,940) 2021 Rupees 2025 2024 Rupees
		3,603,087,803 513,695,825 630,939,261 318,976,658 577,215,423 14,222,895 277,466,315 360,204,106 (19,443,090) (36,776,940)
	356,272,618	581,450,391
	270,273,201 377,667,584 94,679,011 472,346,595 (28,044,863)	245,985,614
		255,652,986 163,324,031
		418,977,017 -
	444,301,732 107,280,882 709,207,623 (392,758,923) 316,448,700 89,662,645 2,703,264 24,532,935 17,222,444 1,548,207 1,403,799 137,073,294 940,741,189	418,977,017 290,337,650
		735,765,519 (508,209,235)
		227,556,284
		42,241,380 2,396,745 1,550,109 9,339,675 - 50,142
		55,578,051 56,707,591
	2,216,118,998	1,295,142,207

ANNUAL REPORT 2025 236

• 18.1 This includes advance given to the chief operating officer of the Group amounting to Nil (2024: Rs 5.2 million).

• 18.2 This represents loan provided to UUS Joint Venture (Private) Limited for meeting working capital requirements. This amount is unsecured and carries interest at one-year KIBOR (2024: one-year KIBOR) on the outstanding loan balance at the end of each month.

• 18.3 This represents loan provided to OneLoad Processing Systems (Private) Limited (Subsidiary of E-Processing Systems B.V) for meeting working capital requirements of Rs 250.99 million (2024: Rs 243.73 million) and accrued interest of Rs 65.45 million (2024: Rs 36.17 million) netted of by expected credit loss of Nil (2024: Rs 52.34 million). The loan is unsecured and carries mark-up at onemonth KIBOR (2024: one-month KIBOR) on the outstanding loan balance. Disbursements of principal are payable within one year and mark-up is payable on quarterly basis. Further, subsequent to the reporting date, the board of directors of Systems Limited and E-Processing Systems B.V approved the conversion of the outstanding loan along with accrued interest into 108,361 preferred shares of E-Processing Systems B.V.

• 18.4 These represent other receivables from related parties against expenses incurred on behalf of them. These are in the ordinary course of business and carry no interest.

• 18.5 The maximum aggregate amount outstanding by reference to month-end balances was as follows:

The aging analysis of other receivables from related parties are as follows: Visionet Deutschland GmbH Visionet Systems Incorporation - USA Visionet EMEA Limited Visionet Canada Incorporation PartnerLinQ Incorporation AtClose OneLoad Processing Systems (Private) Limited Visionet Deutschland GmbH Visionet EMEA Limited Visionet Systems Incorporation - USA Visionet Canada Incorporation AtClose PartnerLinQ Incorporation Less than one year More than one year 47,421,265 306,519 22,982,826 1,353,657 1,548,207 7,882,769 42,241,380 2,396,745 1,550,109 50,142 - 9,339,675 2025 Rupees		Less than one year More than one year 89,662,645 24,532,935 2,703,264 1,403,799 17,222,444 1,548,207 316,448,700 34,474,841 - 2,477,021 50,142 9,339,675 - 279,896,630 2021 Rupees 2021 Rupees 2025 2024 2024 Rupees
		19,040,596 2,396,745 1,550,109 50,142 - 9,339,675 23,200,784 - - - - -

18.6 The aging analysis of other receivables from related parties are as follows:

19. Trade deposits and short term prepayments

PartnerLinQ Incorporation 7,882,769 9,339,675 Trade deposits and short term prepayments	9,339,675 -	9,339,675 -
Security deposits Prepayments (19.1) Note	1,414,719,647 872,898,783 565,825,309 877,212,317 2021 Rupees 2025 2024 Rupees
	2,287,618,430	1,443,037,626

• 19.1 These include margin amount of Rs 1,057.86 million (2024: Rs 225.45 million) held under lien by the banks against guarantees issued by them on behalf of the Group.

20. Short term investments

Short term investments
Fair value through proft and loss Mutual fund units Amortized cost Term deposit receipts (TDRs) (20.1) (20.2) Note	4,892,325,673 549,339,559 2,764,394,367 177,382,800 2021 Rupees 2025 2024 Rupees
	5,441,665,232	2,941,777,167

ANNUAL REPORT 2025 237

20.1 The details of investment in mutual funds are as follows:

Lakson Islamic Money Market Fund Number of units: 2,847,286 (2024 : 909,308) Meezan Balanced Fund Number of units: Nil (2024: 5,176) Meezan Sovereign Fund No. of Units : 183 ( 2024 : Nil) Meezan Rozana Amdani Fund Number of units: Nil (2024 : 792) NBP Islamic Income Fund Number of units: Nil (2024: 604) NBP Islamic Sarmaya Izafa Fund Number of units: Nil (2024: 16,483) HBL Islamic Money Market Fund Number of units: Nil (2024: 5,034,611) Meezan Islamic Fund Number of units: Nil (2024: 2,034) AL Habib Islamic Cash Fund Number of units: 952,469 (2024: 1,390,481) AWT Islamic Income Fund Number of units: 44 (2024: 1,304,114) Alfalah Islamic Money Market Fund Number of units: Nil (2024: 5,575,713) MCB Alhamra Cash Management Fund Number of units: 2,860,371 (2024:3,428,097) MCB Alhamra Islamic Money Market Fund Number of units: Nil (2024 : 507) Meezan Islamic Income Fund Number of units: 117 (2024: 105) JS Islamic Money Market Fund Number of units: Nil (2024: 1,440,092) Atlas Islamic Money Market Fund Number of units: 1,422,573 (2024: 274,130) NBP Islamic Daily Dividend Fund Number of units: Nil (2024 : 8,903) NBP Islamic Stock Fund Number of units: Nil (2024: 7,849) Meezan Cash Fund Number of units: 2,791,861 (2024: 1,807,412) NBP Islamic Money Market Fund Number of units: 9,391,223 (2024: 319) ABL Islamic Cash Fund Number of units: Nil (2024: 102,092) ABL Islamic Income Fund Number of units: Nil (2024: 924) Faysal Islamic Cash Fund Number of units: 3,957,134 (2024: 3,962,874) ABL Islamic Stock Fund Number of units: Nil (2024 : 3,255) ABL Islamic Fixed Term Plan IV No. of Units : 111,650,340 ( 2024 : Nil ) AWT Islamic Income Money Market Fund No. of Units : 1,213,362 ( 2024 : Nil ) Pak Qatar Asset Allocation Plan No. of Units : 3,525,855 ( 2024 : Nil ) UBL - Al Ameen Islamic Cash Plan-I No. of Units : 8,570,478 (2024 : Nil) Alfalah Islamic GHP Islamic Income Fund Number of units: Nil (2024 : 10) UBL Al Ameen Islamic Asset Allocation fund Number of units: 197 (2024 : 197) Alfalah Islamic Rozana Amdani Fund Class A Number of units: Nil (2024: 222) ANB Capital SAR Trade Fund Number of units: 76,106 (2024 : Nil )	302,426,172 - 9,984 - - - - - 100,266,596 4,902 - 301,596,371 - 6,306 - 756,072,667 - - 150,350,379 100,284,170 - - 414,588,308 - 1,119,395,142 150,366,557 442,223,348 905,171,935 - 4,352 - 149,558,484 100,000,000 122,718 - 39,624 6,656 504,527 551,581,892 252,085 150,023,638 150,204,094 606,513,798 372,875,509 50,423 5,981 150,043,203 150,000,000 89,032 173,041 100,116,578 3,520 1,021,228 10,445 430,641,975 87,363 - - - - 1,130 3,607 22,300 - 2021 Rupees 2025 2024 Rupees	302,426,172 - 9,984 - - - - - 100,266,596 4,902 - 301,596,371 - 6,306 - 756,072,667 - - 150,350,379 100,284,170 - - 414,588,308 - 1,119,395,142 150,366,557 442,223,348 905,171,935 - 4,352 - 149,558,484 100,000,000 122,718 - 39,624 6,656 504,527 551,581,892 252,085 150,023,638 150,204,094 606,513,798 372,875,509 50,423 5,981 150,043,203 150,000,000 89,032 173,041 100,116,578 3,520 1,021,228 10,445 430,641,975 87,363 - - - - 1,130 3,607 22,300 - 2021 Rupees 2025 2024 Rupees
	4,892,325,673	2,764,394,367

ANNUAL REPORT 2025 238

The details of investments in TDRs are as follows: Habib Metropolitan Bank Limited Habib Bank Limited Central Bank of Egypt (20.2.1) (20.2.2) (20.2.3) Note 20.2	77,382,800 415,075,649 56,881,110 2025 Rupees	177,382,800 - - 2024
	549,339,559	177,382,800

• 20.2.1 These carried markup at rates ranging from 5.47% to 10% (2024:10.82 % to 19.50%) per annum and had maturities of 30 days (2024: 30-90 days) from the date of initial recognition. This represents TDRs amounting to Nil (2024: Rs 77.38 million) which were pledged against export re-finance facility and letter of guarantee availed from Habib Metropolitan Bank Limited.

• 20.2.2 These carry markup rates ranging from 3.5% to 3.8% (2024: Nil) per annum and maturities amounting to Rs 247.99 million (2024: Nil) are of 180 days and Rs 138.23 million (2024 : Nil) lof 90 days from the date of initial recognition.

• 20.2.3 This TDR carried markup at rate of 3% (2024: Nil) per annum and had maturity of 30 days from the date of initial recognition.

21. Cash and bank balances

Cash and bank balances
Cash in hand Cheques in hand Balances with banks: Local currency: Current accounts Saving accounts Foreign currency - current accounts (21.1) (21.2) Note	37,094 150,538,264 127,070 90,182,250 2021 Rupees 2025 2024 Rupees
	150,575,358 509,992,070 1,716,015,414 2,226,007,484 11,128,138,458	90,309,320
		1,087,055,561 843,586,364
		1,930,641,925 5,799,766,422
	13,504,721,300	7,820,717,667

21.1

• These carry markup at the rate of 2.60% to 11.50% (2024: 6.00% to 20.51% ) per annum.

• 21.2 These balances include Rs 52.67 million (2024: Rs 1,011.77 million) in respect of restricted bank balance under lien as security for guarantees on behalf of the Group. For the purpose of the consolidated statement of cashflows, this restricted bank balance has been excluded from cash and cash equivalents (refer note 48).

22. Issued, subscribed and paid up share capital

599,960,320 814,331,615 59,112,500 1,473,404,435 1,464,930,745 8,473,690 1,473,404,435 591,486,630 814,331,615 59,112,500 1,464,930,745 1,457,106,995 7,823,750 1,464,930,745 Ordinary shares of Rs 2/- each fully paid in cash Ordinary shares of Rs 2/- each as bonus shares Ordinary shares of Rs 2/- each issued for consideration otherwise than cash Balance at January 01 Stock options exercised Balance at December 31 2025 2025 2024 2024 Number of Shares Number of Shares econciliation of ordinary shares	1,199,920,639 1,628,663,230 118,225,000 2,946,808,869 2,929,861,489 16,947,380 2,946,808,869 2025 2025 Rupees Rupees	1,182,973,259 1,628,663,230 118,225,000 2,929,861,489 2,914,213,989 15,647,500 2024 2024
		2,929,861,489

22.1 Reconciliation of ordinary shares

22.2 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Holding Company. All shares rank equally with regard to the Holding Company’s residual assets.

ANNUAL REPORT 2025 239

• 22.3 Pursuant to the approval of shareholders by way of special resolution dated April 28, 2025 and upon completion of the requisite corporate and regulatory formalities, the Company undertook a sub-division of its ordinary shares, whereby the face value of each share was reduced from Rs 10 to Rs 2. The sub-division did not result in any change to the aggregate paid-up capital or to the rights and privileges attached to the shares. In accordance with IAS 33 – Earnings Per Share (EPS), the basic and diluted EPS for all periods presented have been retrospectively adjusted to reflect the effect of the share sub-division as if it had occurred at the beginning of the earliest comparative period presented.

Share premium reserve Employee compensation reserve Translation reserve on foreign operations Capital reserves Note 23. (23.1) (23.2) (23.3)	2024 2025 5,433,976,215 766,101,046 2,468,598,715 6,298,648,999 846,074,126 2,211,361,276
	8,668,675,976 9,356,084,401

• 23.1

This reserve shall be utilized only for the purpose as specified in section 81(2) of the Companies Act 2017.

• 23.2 This represents balance amount after exercise of share options by the employees under the Employee Stock Option Scheme approved by the SECP. According to the scheme, 100% options become exercisable after completion of vesting period from the date of grant. The options have a vesting period of 2 years and an exercise period of 3 years from the date the option is vested.

• 23.2.1 The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year:

Outstanding at January 01 Granted during the year - stock options awarded in March 2024 - stock options awarded in December 2024 - stock options awarded in March 2025 Forfeited share options Exercised during the year: - stock options awarded in March 20211 - stock options awarded in September 20212 - stock options awarded in March 20223 - stock options awarded in August 20224 - stock options awarded in April 20235	Weighted average exercise price Number of options 73.41 - - - 91.42 68.68 34.62 49.72 57.84 52.72 75.98 33,210,505 - - - 8,207,500 (2,302,000) (55,000) (270,000) (2,923,185) (156,250) (5,069,250) 2025 Rupees Number	Weighted average exercise price Number of options 69.19 - 65.03 79.43 - 62.04 34.62 49.72 57.84 52.72 - 73.41 55.00 28,157,185 - 14,679,570 250,000 - (2,052,500) (3,765,685) (352,500) (2,711,815) (993,750) - 33,210,505 7,158,435 2024 Rupees Number
Outstandingat 31 December	80.03 30,642,320
Vested and exercisable at 31 December	67.63 8,967,750

* The number of options in the corresponding figures have been restated to incorporate the effect of share split as referred to in note 22.3.

1. The weighted average share price at the date of the exercise of these options was Rs. 103.65 (2024: nil).

2. The weighted average share price at the date of the exercise of these options was Rs 118.52 (2024: 86.26 ).

3. The weighted average share price at the date of the exercise of these options was Rs 121.49 (2024: 88.79).

4. The weighted average share price at the date of the exercise of these options was Rs 124.01 (2024: 101.57).

5. The weighted average share price at the date of the exercise of these options was Rs 117.86 (2024: Nil).

• 23.2.2 The weighted average remaining contractual life for the share options outstanding as at December 31, 2025 is 3.09 years (2024: 3.48 years).

• 23.2.3

The weighted average fair value of options granted during the year was Rs. 46.43 (2024: Rs. 34.38)

• 23.2.4 The range of exercise prices for options outstanding at the end of the year is Rs 34.62 to Rs.91.42 (2024: Rs 34.62 to Rs 79.43).

23.2.5 The following table lists the inputs to the model used for the plan:

The following table lists the inputs to the model used for the plan:
	2025	2021 Rupees 2024
Dividend yield	1.29%	1.41%
Expected volatility	30%	29% - 30%
Risk–free interest rate	11.88%	17.24% & 12.36%
Expected life of share options (years)	2.68	2.30 to 2.38
Weighted average share price	Rs. 113.36	Rs. 79.19 & Rs 110.55
Model used	Black Scholes	Black Scholes

ANNUAL REPORT 2025 240

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. Had we changed the expected volatility to the model by +/-1%, the impact on the fair value as determined on the grant date would not be material.

23.3 Translation reserve on foreign operations

Translation reserve on foreign operations
As at January 01 Movement recognized in other comprehensive income As at December 31 Long term advances Long term advances Less : Current portion shown under current liabilities (24.1) Note	2,468,598,715 (257,237,439) 2,664,151,531 (195,552,816) 2021 Rupees 2025 2024 Rupees
	2,211,361,276	2,468,598,715
	8,330,680 (2,028,020) 2025 Rupees	14,754,443 - 2021 Rupees 2024
	6,302,660	14,754,443

24. Long term advances

24.1 These represent advances received from staff and will be adjusted as per Group’s car policy against sale of vehicles.

25. Lease liabilities

Present value of lease rentals Less: Current portion shown under current liabilities Not later than one year Later than one year but not later than fve years Later than fve years Not later than one year Later than one year but not later than fve years Later than fve years	Lease Rentals	1,308,045,277 (231,651,227) 518,845,818 (174,362,132) 2021 Rupees 2025 2024 Rupees	1,308,045,277 (231,651,227) 518,845,818 (174,362,132) 2021 Rupees 2025 2024 Rupees	1,308,045,277 (231,651,227) 518,845,818 (174,362,132) 2021 Rupees 2025 2024 Rupees
		1,076,394,050		344,483,686
		2021 Rupees Finance cost for future periods Principal outstanding
		204,722,282 624,187,309 26,743,019 231,651,227 824,642,697 251,751,353 2025 Rupees
	436,373,509 1,448,830,006 278,494,372
	2,163,697,887	855,652,610 1,308,045,277
	Lease Rentals	48,397,596 35,790,240 - 174,362,132 344,483,686 - 2021 Rupees Finance cost for future periods 2024 Principal outstanding Rupees
	235,495,069 327,872,001 -
	563,367,070	84,187,836 518,845,818

Set out below are the carrying amounts of lease liabilities and the movements during the year:

As at January 01 Additions Acquisition of Subsidiary Termination of Lease Accretion of interest Payments Exchange differences As at December 31 Salient features of the leases are as follows: Discount rate Period of lease	518,845,818 269,569,569 888,697,833 (200,124,759) 79,432,593 (251,856,115) 3,480,338 741,299,163 - - - 74,330,785 (257,561,444) (39,222,686) 2021 Rupees 2025 2024 Rupees	518,845,818 269,569,569 888,697,833 (200,124,759) 79,432,593 (251,856,115) 3,480,338 741,299,163 - - - 74,330,785 (257,561,444) (39,222,686) 2021 Rupees 2025 2024 Rupees
	1,308,045,277	518,845,818
	4.67% - 22.85% 39 months	9.7% - 15.36% 48-120 months

ANNUAL REPORT 2025 241

Amount recognised in statement of profit or loss:

The following amounts are recognised in profit or loss:

Interest expense on lease liabilities Expenses relating to short term leases Total amount recognised in profit or loss

79,432,593 177,594,622 74,330,785 181,372,491 2021 Rupees 2025 2024 Rupees	79,432,593 177,594,622 74,330,785 181,372,491 2021 Rupees 2025 2024 Rupees
257,027,215	255,703,276

Cash outflow for leases

The Group had total cash outflows for leases of Rs 429.45 million (2024: Rs 438.93 million). The Company also had non-cash additions to right-of-use assets and lease liabilities of Rs 303.96 million (2024: Nil) and Rs 269.57 million (2024: Nil) respectively.

26. Other long term liability - unsecured

Opening Balance Finance cost Payments during the year Exchange difference Closing balance Less : Current portion shown under current liabilities Note	1,903,507,615 84,389,577 (803,322,840) 2,079,978 2,824,802,629 117,674,866 (1,026,162,240) (12,807,640) 2021 Rupees 2025 2024 Rupees	1,903,507,615 84,389,577 (803,322,840) 2,079,978 2,824,802,629 117,674,866 (1,026,162,240) (12,807,640) 2021 Rupees 2025 2024 Rupees
	1,186,654,330 (758,348,886)	1,903,507,615 (718,641,105)
	428,305,444	1,184,866,510

26.1 This represents the following;

• 26.1.1 This includes payment due to Temenos Headquarters S.A for purchase of Country Model Bank - CMB APAC license. The CMB APAC purchase agreement between the Company and Temenos Headquarters S.A was entered into on December 31, 2023. The agreement contains deferred payment terms, hence the CMB APAC license has been recognized at present value of total consideration due as per terms. Deferred consideration has been discounted at 5.14% based on relevant benchmark.

• 26.1.2 This includes payment due to Temenos Headquarters S.A for purchase of intellectual property (IP). The IP purchase agreement between National Data Consultancy FZE and Temenos Headquarters S.A was entered into on September 30, 2022. This agreement was novated to TechVista FZ LLC on April 1st, 2024. The agreement contains deferred payment terms, hence the IP has been recognized at present value of total consideration due as per terms. Deferred consideration has been discounted at 5.19% based on relevant benchmark.

27.

Retirement Benefits

Retirement Benefts 7.
Opening Balance Aquisition of subsidiary Charge for the year Re-measurement loss / (gain) charged to the other comprehensive income Beneft paid during the year Exchange Difference (27.1) Defned benefts plan - gratuity 27.1	1,208,057,319 348,522,123 675,541,299 - 2021 Rupees 2025 2024 Rupees
	1,556,579,442	675,541,299
	675,541,299 179,452,508 422,771,747 100,925,335 (170,580,701) (52,869) 474,227,448 - 303,826,082 (76,550,594) (12,636,831) (13,324,806) 2021 Rupees 2025 2024 Rupees
	1,208,057,319	675,541,299

27.2 Staff Retirement Benefits - Gratuity Defined Benefits plan - Gratuity

Provision for Pension The latest actuarial valuation of gratuity scheme was carried out as at December 31, 2025. The projected unit credit method has been used for actuarial valuation done by certified actuary SHMA Consulting.

Expense recognised in statement of profit or loss is as follows

27.3

Current service cost Interest cost Past service cost	394,170,535 34,471,671 (5,870,459) 287,021,309 16,804,773 - 2021 Rupees 2025 2024 Rupees	394,170,535 34,471,671 (5,870,459) 287,021,309 16,804,773 - 2021 Rupees 2025 2024 Rupees
	422,771,747	303,826,082

ANNUAL REPORT 2025 242

27.4 Remeasurement of plan obligation

Actuarial losses from changes in financial assumptions Experience adjustments Transitional liability

26,686,372 59,101,025 15,137,938 (1,788,056) - (74,762,538) 2021 Rupees 2025 2024 Rupees	26,686,372 59,101,025 15,137,938 (1,788,056) - (74,762,538) 2021 Rupees 2025 2024 Rupees
	(1,788,056) - (74,762,538)
100,925,335	(76,550,594)

27.5 Actuarial assumptions

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Discount rate used for interest cost 4.2% - 11.75% Discount rate used for year end obligation 4% -11.75% Salary increase rate 1.80% - 11.25% Mortality rates SLIC 2001 - 2005 Retirement assumption Age 58 - 65 The average duration of retirement benefit 4.60 - 18.62 years

27.6

Salary Risk

The risk that the final salary at the time of cessation of service is greater than what we assumed. Since the benefit is calculated on the final salary (which will closely reflect inflation and other macroeconomics factors), the benefit amount increases as salary increases.

27.7

Demographic risks

Mortality Risk - The risk that actual mortality experiences are different than the assumed mortality. This effect is more pronounced in schemes where the age and service distribution is on the higher side.

Withdrawals Risk - The risk of withdrawals experience is different from assumed withdrawal probability. The significance of the

withdrawal risk varies with the age, service and the entitle benefit of the beneficiary.

27.8 Sensitivity analysis

Discount Rate + 100 bps Discount Rate - 100 bps Salary Rate + 100 bps Salary Rate - 100 bps Sensitivity analysis	1,090,101,507 1,338,654,954 1,340,362,841 1,085,814,426 595,318,359 659,626,736 663,314,226 591,451,436 2021 Rupees 2025 2024 Rupees	1,090,101,507 1,338,654,954 1,340,362,841 1,085,814,426 595,318,359 659,626,736 663,314,226 591,451,436 2021 Rupees 2025 2024 Rupees
		595,318,359 659,626,736 663,314,226 591,451,436

27.9 Maturity Analysis

FY	2026		187,852,219
FY	2027		1,072,000
FY	2028		1,668,000
FY	2029		186,727,000
FY	2030	& onwards	190,840,000

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ANNUAL REPORT 2025 243

28. Trade and other payables

Trade and other payables
Creditors Accrued liabilities Provident fund contribution payable Withholding income tax payable Payable to related parties Sales tax payable Subscription money payable Provision for onerous contracts (28.1) (28.2) (28.3) Note	1,247,517,147 6,975,407,758 220,781,054 673,501,718 317,346,804 1,157,430,711 5,788,886 111,653,989 2,318,388,551 4,532,994,294 93,243,169 670,016,346 335,313,258 731,953,257 5,788,886 27,817,118 2021 Rupees 2025 2024 Rupees
	10,709,428,067	8,715,514,879

• 28.1 These are non-interest bearing and are normally settled on terms of between 30 and 60 days.

• 28.2 All investments out of provident fund have been made in the collective investment schemes, listed equity and listed debt securities in accordance with the provisions of section 218 of the Companies Act, 2017 and the rules formulated for the purpose.

• 28.3 This represents payable to the following related parties:

29.

ontract Liabilities - Visionet Systems Incorporation - USA - Visionet EMEA - Solution Technologies (Soltech) - AtClose LLC (29.1) ess: Non-current portion Note	84,101,548 225,866,696 7,378,560 - 241,504,887 93,807,053 - 1,318 2021 Rupees 2025 2024 Rupees	84,101,548 225,866,696 7,378,560 - 241,504,887 93,807,053 - 1,318 2021 Rupees 2025 2024 Rupees
	317,346,804	335,313,258
	5,546,452,035 (2,848,186,391) 3,875,428,986 - 2021 Rupees 2025 2024 Rupees
	2,698,265,644	3,875,428,986

Contract Liabilities

Less: Non-current portion

• 29.1 These represent mobilization advances received from the customers against professional / software development services, licenses, license support services and other fees.

30. Short term borrowings from financial institutions - secured

Export Finance Scheme (EFS) Habib Metropolitan Bank Limited Habib Bank Limited Bank Al Habib Limited Samba Bank Running Finance Facility MCB Bank Limited Habib Bank Limited Accrued mark-up on borrowings (30.1) (30.2) (30.3) (30.4) (30.5) (30.6) Note	999,999,787 124,998,997 790,744,456 99,999,778 2,548,731,140 1,373,071,671 999,999,857 180,058,083 99,741,307 - 1,395,352,801 - 2021 Rupees 2025 2024 Rupees	999,999,787 124,998,997 790,744,456 99,999,778 2,548,731,140 1,373,071,671 999,999,857 180,058,083 99,741,307 - 1,395,352,801 - 2021 Rupees 2025 2024 Rupees
	5,937,545,829 18,456,225	2,675,152,048 9,395,836
	5,956,002,054	2,684,547,884

• 30.1 This represents islamic export finance scheme (IEFS) obtained during the year against sub-limit of islamic export re-finance (IERF) of Rs 2,000 million. The rate of mark-up is SBP EFS rate for tenor upto 120 days which is 2.5% per annum. These borrowings are secured against first pari passu hypothecation charge of Rs 2,950 million over current assets.

• 30.2 This represents Export Finance scheme (EFS) availed as a sub-limit against the aggregate sanctioned limit of Rs 700 million. The rate of mark-up is SBP EFS rate for tenor upto 120 days which is 2.5% per annum. These borrowings are secured against lien on export contracts with 10% margin and first pari passu charge on present and future current assets amounting to PKR 934 million with 25% margin.

• 30.3 This represents islamic export finance scheme (IEFS) obtained against the aggregate sanctioned limit of Rs 500 million. The rate of mark-up is SBP EFS rate for tenor upto 90 days is 3% per annum and above 90 days is 2.5% per annum and above 120 day is 2% per annum. These borrowings are secured against ranking hypothecation charge over current assets of the Company amounting Rs 667 million.

ANNUAL REPORT 2025 244

• 30.4 This represents islamic export finance scheme (IEFS) obtained against the aggregate sanctioned limit of Rs 500 million. The rate of mark-up is SBP EFS rate for tenor upto 90 days is 3% per annum. These borrowings are secured against ranking hypothecation charge over current assets of the Company amounting Rs 667 million.

• 30.5 This represents running finance (RF) facility availed by the Company from MCB against an aggregate sanctioned limit of Rs. 2,800.725 million (2024: Rs. 2,796.61 million). The rate of mark-up is 3 months EIBOR rate plus 1.5% (2024: 3 Months EIBOR rate plus 1.5%) per annum. These borrowings were secured against charge over all present and future current assets of the Company along with a demand promissory note and an undated security cheque issued by the Company towards the bank. For the purpose of the statement of cashflows, this has been excluded from cash and cash equivalents (refer note 48).

• 30.6 This represents running finance (RF) facility availed by the Company from HBL against an aggregate sanctioned limit of Rs 1,400.51 million (2024: Nil). The rate of mark-up is 1 year EIBOR rate plus 1.4% (2024: 1 year EIBOR rate plus 1.4%) per annum. These borrowings were secured through the assignment of project cash flows, a letter of comfort from the parent company Systems Limited, and general securities. The facility was not availed in the previous year. For the purpose of the statement of cashflows, this has been excluded from cash and cash equivalents (refer note 48).

31. Contingencies and commitments

31.1 Contingencies

Income tax

31.1.1

Tax Year 2017 – under section 161

The Deputy Commissioner Inland Revenue (the “DCIR”) issued order dated November 29, 2018 under section 161(1A) of the Income Tax Ordinance, 2001 (the “Ordinance”) for the tax year 2017 whereby tax amounting to Rs 6.53 million for non-deduction of withholding tax was levied. The Company preferred an appeal before Commissioner Inland Revenue (Appeals) [“CIR(A)”], which was decided against the Company through order dated March 11, 2019. Being aggrieved, the Company filed an appeal before the Appellate Tribunal Inland Revenue ( “ATIR”), which is pending adjudication. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

31.1.2

Tax Year 2016 - under section 177

The Deputy Commissioner Inland Revenue (‘DCIR’) issued a show cause notice under section 122 on the basis of audit of undertaking filed under clause 94 part IV of Second Schedule to the Income tax ordinance, 2001 (the ‘Ordinance’), which was duly replied by the Company. Consequently, the DCIR passed an order dated June 30, 2022 under section 122/177 of the Ordinance and has raised the income tax demand of Rs 29 million on issue of proration of certain expenses. The Company filed an appeal before the Commissioner Inland Revenue (Appeals) who through order dated February 7, 2023, remanded back the matter to the assessing officer for fresh consideration. Both the Company and the department have filed an appeal before the honorable ATIR which has not been fixed for hearing till date. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

31.1.3

Tax Year 2014 - under section 122(5A)

The Deputy Commissioner Inland Revenue (“DCIR”) issued an order dated March 28, 2016 under section 122(5A) of the Ordinance for tax year 2014, on the basis of wrong proration of expenses and capital gains and created an aggregated demand of Rs 48.59 million. The company preferred an appeal against the order, before the CIR(A) who decided the case in favor of the Company. However, the tax department has filed second appeal before the ATIR, which is pending adjudication. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

31.1.4

Tax Year 2022 - under section 4C

The Deputy Commissioner Inland Revenue (“DCIR”) issued an order dated January 30, 2025 under section 4C of the Ordinance for tax year 2022, on the basis of incorrect computation of income under the said section and created an aggregated demand of Rs 23.22 million. The company requested for the rectification of the subject order u/s 221 of the Ordinance by providing a detailed reply, however, no rectification order has been passed by the learned DCIR till date. The Company has preferred an appeal against the order, before the CIR(A). Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

31.1.5

Tax Year 2018 - under section 122(1)

The Assistant Commissioner Inland Revenue (the “ACIR”) issued an order dated June 29, 2024 under section 122 of the Income Tax Ordinance, 2001 (the “Ordinance”) for tax year 2018 whereby the expense pertaining to bad debts aggregating to Rs 60.09 million was disallowed for the said tax year under section 29 read with section 174(2) of the Ordinance and further ordered that the initial allowance on office equipment claimed by the Company in the income tax computation for the said tax year is not in line with the Ordinance and hence, tax depreciation of Rs 19.84 million was disallowed. The Company preferred an appeal against the order, before the Appellate Tribunal Inland Revenue ( the “ATIR”) who decided the case in favor of the Company through its order dated November 25, 2024 under section 122(1) of the Ordinance saying ACIR has erred in disallowing bad debts written off amounting to Rs 60.09 million without appreciating the underlying legal and factual position and that the office equipment is eligible for the initial allowance claimed by the Company. The Commissioner Inland Revenue [“CIR”] filed an appeal against this order in the Honorable Lahore High Court, which is pending adjudication. Based on the view of its legal counsel and as decision of ATIR in place already in favor of the Company, the management expects a favorable outcome in this regard.

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Sales tax

31.1.6

Tax Period from January 2016 to December 2016

The Company was selected for Sales Tax Audit through computer ballot for the tax period January 2016 to December 2016 and on the basis of audit proceedings, the DCIR passed order dated July 30, 2020 under section 11(2) of the Sales Tax Act, 1990 on various issues including suppression of sales, non-chargeability of sales tax on advance from customers, other income, late filing of sales tax returns etc. and created impugned sales tax demand amounting to Rs 655.84 million. Being aggrieved, the Company preferred an appeal before the CIR(A).

During the year 2021, the CIR(A) vide order dated January 29, 2021 annulled the demand of Rs 651.44 million with the direction to reassess the matters and confirmed the balance demand of Rs 3.70 million against which the Company has preferred an appeal before ATIR. Based on the view of its legal counsel, the management expects a favorable outcome in this regard.

• 31.1.7 Guarantees issued by the financial institutions on behalf of the Group amount to Rs 879.88 million (2024: Rs 682.28 million). This includes guarantee of Nil (2024: Rs 77.38 million) given on behalf of UUS Joint Venture (Private) Limited, a joint operation of the Company.

• 31.1.8 The Group has issued Performance Guarantee to National Bank of Pakistan Hong Kong against services contract amount Rs 3.91 million (USD 13,950) [Rs 3.91 million (2024: USD 13,950)] and National Bank of Pakistan Kingdom of Saudi Arabia against services contract Rs 14 million (USD 50,000) [Rs 14 million (2024: USD 50,000)] obtained from Bank Al Habib Limited for a 100% cash margin withheld by bank as security.

• 31.1.9 Guarantee issued by the financial institution on behalf of the Group amounts to PKR 2,343.14 million (AED 30.77 million) [2024: PKR 2,116.97 million (AED 27.80 million)] for customers in UAE.

• 31.2

Commitments

• 31.2.1 The Group has availed facilities for opening letters of credits amounting to Rs. 80.67 million (2024: Rs. 18.70 million) as at year end. These are secured by lien over import documents.

• 31.2.2

• The Group has commitments in respect of short-term lease rentals against properties of Rs 26.54 million (2024: Rs 43.40 million).

32. Revenue from contracts with customers - net

32.1

Disaggregated Revenue Information

Set out below is the disaggregation of the Company’s revenue from contracts with customers:

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Types of goods or services Outsourcing services: Business process outsourcing IT services Software and hardware trading Software implementation Less: Sales tax Total revenue from contracts with customers Timing of revenue recognition - net Goods and services transferred at a point in time Goods and services transferred over time Total revenue from contracts with customers (32.1.1) Note Types of goods or services Outsourcing services: Business process outsourcing IT services Software and hardware trading Software implementation Less: Sales tax Total revenue from contracts with customers Timing of revenue recognition - net Goods and services transferred at a point in time Goods and services transferred over time Total revenue from contracts with customers (32.1.1) Note		704,929,005 5,122,865,006 3,953,151,814 2,605,952,594 (1,273,974,890) 11,112,923,529 2,062,140,754 9,050,782,775 11,112,923,529 1,503,495,346 57,298,235,429 3,983,450,287 9,107,297,797 (2,613,517,794) 69,278,961,065 2,702,939,509 66,576,021,556 69,278,961,065 2,208,424,351 62,421,100,435 7,936,602,101 11,713,250,391 (3,887,492,684) 80,391,884,594 4,765,080,263 75,626,804,331 80,391,884,594 Export Local Total Rupees	Total
		685,935,314 3,537,371,617 3,878,815,078 1,746,788,853 (1,080,654,067) 8,768,256,795 2,622,523,452 6,145,733,343 8,768,256,795 953,079,956 45,868,224,898 5,327,889,940 8,799,684,537 (2,244,114,966) 58,704,764,365 4,704,027,284 54,000,737,081 58,704,764,365 1,639,015,270 49,405,596,515 9,206,705,018 10,546,473,390 (3,324,769,033) 67,473,021,160 7,326,550,736 60,146,470,424 67,473,021,160 Export Local Total 2024 Rupees	Total

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• 32.1.1 This includes Rs. 2,613.51 million (2024: Rs 2,244.11 million) in respect of Value Added Tax chargeable under respective foreign jurisdictions.

• 32.2 The amount of revenue recognized from amounts included in contract liabilities at the beginning of the year is Rs 2,917.65 million (2024: Rs 4,023.86 million).

32.3 Transaction prices of remaining performance obligations

The transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31 are as follows:

are as follows:
Within one year More than one year	22,395,074,415 18,936,013,331 10,321,363,691 1,328,017,772 2021 Rupees 2025 2024 Rupees
	41,331,087,746	11,649,381,463

The Group makes sales against credit terms. In case of credit sales, payment is generally due within 90-120 days from the date of billing to the customer.

33. Cost of revenue

C f
ost o revenue Salaries, allowances and amenities Technical consultancy Printing and stationery Computer supplies Rent, rates and taxes Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Entertainment Fee and subscriptions Insurance Provision for onerous contract Depreciation of property and equipment Amortization Depreciation of right-of-use asset Others Purchase of software and hardware (33.1) (7.1.3) (8.1.2) (11.1) Note	45,331,488,721 1,642,095,483 21,044,323 33,415,214 74,156,304 136,812,967 1,078,066,293 19,862,465 177,001,046 734,760,165 67,609,600 684,103,102 24,016,185 92,691,833 616,113,809 704,535,526 168,668,624 39,536,951 37,297,814,429 1,670,745,423 960,871 26,457,978 80,583,463 197,298,392 1,281,577,818 8,505,091 224,467,962 722,019,058 6,727,465 641,705,676 26,140,588 (20,126,682) 725,223,102 657,552,957 151,682,748 15,811,237 2021 Rupees 2025 2024 Rupees
	51,645,978,611 6,336,641,094	43,715,147,576 7,600,172,279
	57,982,619,705	51,315,319,855

33.1 This includes employees retirement benefit expense amounting to Rs 1,837.26 million (2024:Rs 1,178.11 million) and share based payment expense amounting to Rs 137.82 million (2024: Rs 211.69 million).

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34. Selling and distribution expenses

Selling and distribution expenses
Salaries, allowances and amenities Technical consultancy Printing and stationery Computer supplies Rent, rates and taxes Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Entertainment Insurance Fee and subscriptions Shows, seminars and advertising Depreciation of property and equipment Amortization Depreciation of right-of-use asset Others (34.1) (7.1.3) (8.1.2) (11.1) Note	2,557,486,902 10,781,272 1,208,281 1,166,962 619,951 5,240,987 150,547,917 226,539 11,662,492 22,985,722 13,470,167 1,548,019 117,516,665 178,602,821 17,239,081 - 2,664,118 4,428,168 1,987,496,278 35,102,724 814,115 524,317 - 7,840,612 140,569,486 516,226 10,903,996 21,349,664 6,779,810 747,106 127,107,474 127,748,285 11,407,303 54,824 1,722,000 1,614,647 2021 Rupees 2025 2024 Rupees
	3,097,396,064	2,482,298,867

34.1 This includes employees retirement benefit expense amounting to Rs 59.55 million (2024: Rs 35.79 million) and share based payment expense amounting to Rs 20.32 million (2024: Rs 16.74 million).

35. Administrative expenses

Administrative expenses Salaries, allowances and amenities Printing and stationery Computer supplies Rent, rates and taxes Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Legal and professional Auditors’ remuneration Entertainment Donations Fee and subscriptions Insurance Depreciation of property and equipment Amortization Depreciation of right-of-use asset Others (35.1) (35.2) (35.3) (7.1.3) (8.1.2) (11.1) Note	4,295,098,337 18,550,149 29,691,483 102,818,367 30,996,519 160,637,285 99,504,957 111,799,771 107,605,303 205,628,470 130,744,945 46,547,295 68,698,123 498,084,141 68,619,123 139,948,196 - 57,134,950 55,712,842 2,999,849,594 19,834,021 81,656,119 100,789,028 34,371,024 145,032,396 178,541,429 87,581,669 106,624,817 130,030,782 91,536,809 27,454,672 67,722,000 458,823,032 37,737,144 170,469,672 322,459 45,387,290 36,630,689 2021 Rupees 2025 2024 Rupees
	6,227,820,256	4,820,394,646

35.1 This includes employees retirement benefit expense amounting to Rs 125.02 million (2024: Rs 138.07 million) and share based payment expense amounting to Rs 118.25 million (2024: Rs 110.83 million).

ANNUAL REPORT 2025 248

35.2 Auditors’ remuneration

The aggregate fee charged for services by auditors of various entities of the Group is as follows:

A. F. Ferguson & Co.: Services rendered for Holding Company • Statutory audit fee • Half yearly review • Other certifcations • Tax services • Out of pocket • Code of corporate governance Audit fee relating to subsidiaries Other auditors Pakistan Children’s Heart Foundation Million Smiles Foundation This includes donations to the following parties:	11,500,000 2,500,000 800,000 14,093,949 1,640,367 400,000 56,135,141 87,069,457 43,675,488 8,723,750 1,856,250 1,282,962 9,700,243 1,161,108 345,000 33,332,654 56,401,967 35,134,842 2021 Rupees 2025 2024 Rupees	11,500,000 2,500,000 800,000 14,093,949 1,640,367 400,000 56,135,141 87,069,457 43,675,488 8,723,750 1,856,250 1,282,962 9,700,243 1,161,108 345,000 33,332,654 56,401,967 35,134,842 2021 Rupees 2025 2024 Rupees
		8,723,750 1,856,250 1,282,962 9,700,243 1,161,108 345,000 33,332,654
		56,401,967 35,134,842
	130,744,945	91,536,809
	12,000,000 18,000,000	12,000,000 22,300,000

35.3 This includes donations to the following parties:

The directors of the Holding Company or their spouses do not have any interest in the donees.

36. Research & development expenses

Salaries, allowances and amenities Printing and stationery Computer supplies Electricity, gas and water Traveling and conveyance Repair and maintenance Postage, telephone and telegrams Vehicle running and maintenance Insurance Fee and subscriptions Rent, rates and taxes Depreciation of property and equipment Amortization Depreciation of right-of-use asset Entertainment 36.1 Note	57,819,630 - 395,842 707,191 12,416,707 24,399 425,261 2,264,018 52,388 5,152,003 115,269 1,946,979 - 762,342 234,932 80,111,572 18,500 107,447 528,659 851,755 39,297 876,827 2,191,778 12,305 3,467,385 88,305 3,080,858 21,691 864,087 4,452 2021 Rupees 2025 2024 Rupees	57,819,630 - 395,842 707,191 12,416,707 24,399 425,261 2,264,018 52,388 5,152,003 115,269 1,946,979 - 762,342 234,932 80,111,572 18,500 107,447 528,659 851,755 39,297 876,827 2,191,778 12,305 3,467,385 88,305 3,080,858 21,691 864,087 4,452 2021 Rupees 2025 2024 Rupees
		80,111,572 18,500 107,447 528,659 851,755 39,297 876,827 2,191,778 12,305 3,467,385 88,305 3,080,858 21,691 864,087 4,452
	82,316,961	92,264,918

36.1 This includes employees retirement benefit expense amounting to Rs 4.38 million (2024: Rs 2.39 million) and share based payment expense amounting to Rs 1.72 million (2024: Rs 1.48 million).

36.2 Research and development expenditure include costs associated with ongoing projects aimed at developing innovative solutions and enhancing existing technologies. The projects include core banking system projects, artificial intelligence-driven tools, improvements to SAP-based systems, and blockchain and metaverse applications.

37.

Impairment losses on financial assets

Allowance for ECLs - Contract assets - Trade debts - Security deposits / assets written off - Loans, advances & other receivable - Long term investment (16.1.3) (17.2) Note	559,473,893 332,741,584 2,000,000 (24,295,483) 101,567,674 78,087,583 360,204,106 - 47,394,715 - 2021 Rupees 2025 2024 Rupees	559,473,893 332,741,584 2,000,000 (24,295,483) 101,567,674 78,087,583 360,204,106 - 47,394,715 - 2021 Rupees 2025 2024 Rupees
		78,087,583 360,204,106 - 47,394,715 -
	971,487,668	485,686,404

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38. Other operating expenses

This represents the following: This includes Rs 399.81 million (2024: Rs 267.75 million) pertaining to levy in foreign jurisdictions. Other income Finance costs Levy and taxation Security deposits / assets written off Others Proft on deposit accounts Proft on term deposit receipts and sukuks Income on mutual funds Exchange gain / (Loss) Effect of discounting of long term security deposits Effect of unwinding of long term receivable Interest on loan to associated undertakings Gain on disposal of property and equipment Gain on derivative fnancial instruments Liabilities written back Others Guarantee commission Markup on short term borrowing Bank charges Finance cost on lease liabilities Mark-up on unwinding of other long term liability Levy Taxation Levy Current year Prior year Dividend income Gain / (loss) on mutual funds - 23,906,244 23,906,244 84,596,108 39,648,013 205,458,464 271,117,027 5,325,367 68,009,019 29,282,653 30,137,197 12,447,617 25,803,324 80,398,376 852,223,165 22,126,259 48,630,675 102,871,112 79,432,593 84,389,577 337,450,216 821,342,898 586,325,375 1,407,668,273 857,578,454 (36,235,556) 821,342,898 7,082,909 198,375,555 205,458,464 (39.1) (26) (41.1) (41.2) (41.1.1) 5,083,691 - 5,083,691 115,042,604 44,483,855 220,787,150 (264,477,256) 3,556,850 68,175,778 44,991,852 11,958,618 19,484,138 289,659,309 49,893,147 603,556,045 22,584,886 150,227,710 100,440,413 74,330,785 117,674,866 465,258,660 474,934,619 356,349,091 831,283,710 632,099,976 (157,165,357) 474,934,619 61,959,308 158,827,842 220,787,150 2021 Rupees 2021 Rupees 2021 Rupees 2021 Rupees 2025 2025 2025 2025 Note Note Note 2024 2024 2024 2024 (Restated) Rupees Rupees Rupees Rupees 39.1 41.1 41.1.1 39. 40. 41. Taxation Current tax - current Current tax - prior year Deferred 673,582,308 3,948,026 (91,204,959) 586,325,375 392,325,797 - (35,976,706) 356,349,091 2021 Rupees 2025 2024 (Restated) Rupees 41.2	- 23,906,244 5,083,691 - 2021 Rupees 2025 2024 Rupees	- 23,906,244 5,083,691 - 2021 Rupees 2025 2024 Rupees
	23,906,244	5,083,691
	84,596,108 39,648,013 205,458,464 271,117,027 5,325,367 68,009,019 29,282,653 30,137,197 12,447,617 25,803,324 80,398,376 115,042,604 44,483,855 220,787,150 (264,477,256) 3,556,850 68,175,778 44,991,852 11,958,618 19,484,138 289,659,309 49,893,147 2021 Rupees 2025 2024 Rupees
	852,223,165	603,556,045
	7,082,909 198,375,555	61,959,308 158,827,842
	205,458,464	220,787,150
	22,126,259 48,630,675 102,871,112 79,432,593 84,389,577 22,584,886 150,227,710 100,440,413 74,330,785 117,674,866 2021 Rupees 2025 2024 Rupees
	337,450,216	465,258,660
	821,342,898 586,325,375 474,934,619 356,349,091 2021 Rupees 2025 2024 (Restated) Rupees
	1,407,668,273	831,283,710
	857,578,454 (36,235,556)	632,099,976 (157,165,357)
	821,342,898	474,934,619
	586,325,375	356,349,091

39. Other income

40. Finance costs

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Taxable temporary differences Depreciation on property and equipment Customer contracts Deductible temporary differences Provision for gratuity Provision for leave encashment Provision for doubtful debts Provision for contract assets Provision for others Exchange differences Deferred tax liability Proft before taxation Tax on proft Tax effect of income under FTR and MTR Deferred tax asset (recognized) / reversed during the year Tax effect of non-recognition of deferred taxes Tax effect of super tax for the year Tax effect of exempt incomes Tax effect of permanent differences Prior year current tax adjustment Tax effect of losses adjusted during the year Tax effect of other comprehensive income Tax effect of current tax charged at lower rate Others Reconciliation of tax charge for the year Deferred tax	11,626,909,309 3,371,803,700 (2,244,785,373) (35,646,000) 69,046,340 109,564,177 (30,461,620) 65,076,322 3,948,026 (38,208,658) - (700,008,400) 15,996,861 7,816,361,864 2,266,744,941 (1,615,427,239) 36,095,041 45,387,815 62,915,262 - - - - (3,083,241) (478,454,115) 7,668,259 2021 Rupees 2025 2024 Rupees	11,626,909,309 3,371,803,700 (2,244,785,373) (35,646,000) 69,046,340 109,564,177 (30,461,620) 65,076,322 3,948,026 (38,208,658) - (700,008,400) 15,996,861 7,816,361,864 2,266,744,941 (1,615,427,239) 36,095,041 45,387,815 62,915,262 - - - - (3,083,241) (478,454,115) 7,668,259 2021 Rupees 2025 2024 Rupees
	586,325,375	356,349,091
	(2,514,883) (78,569,989) (2,148,949) (114,215,989) 2021 Rupees 2025 2024 Rupees
	(81,084,872) 36,982,946 4,607,916 20,218,538 17,581,574 - 79,390,974 120,465	(116,364,938)
		16,863,162 15,240,718 - - 3,258,302
		35,362,182 (2,616,234)
	(1,573,433)	(83,618,990)

41.3 Reconciliation of tax charge for the year

41.4 Deferred tax

41.4.1 The Group has not recognized the following deferred tax assets in respect of deductible temporary differences:

Unused business losses and deductible temporary differences amounting to Rs 3,425.86 million (2024: Rs 2,579.84 million) E-Processing Systems B.V. (deductible temporary difference amounting to Rs 270.50 million (2024: Rs 183.22 million)

SalesFlo (Private) Limited (deductible temporary difference amounting to Rs 381.41 million (2024: Rs 393.49 million)

Jomo Technologies (Private) Limited (deductible temporary difference amounting to Rs 150 million (2024: Rs 150 million)

535,402,426 67,625,057 57,212,467 43,500,000 394,792,951 45,805,913 59,024,288 43,500,000 2021 Rupees 2025 2024 Rupees	535,402,426 67,625,057 57,212,467 43,500,000 394,792,951 45,805,913 59,024,288 43,500,000 2021 Rupees 2025 2024 Rupees
	394,792,951 45,805,913 59,024,288 43,500,000
703,739,950	543,123,152

ANNUAL REPORT 2025 251

41.4.2 The Group has not recognized deferred tax assets / (liabilities) in respect of the following taxable / (deductible) temporary differences relating to unappropriated profits and translation reserves of its subsidiaries:

Revenue reserve - unappropriated proft SUS JV (Private) Limited Systems Ventures (Private) Limited National Data Consultant (Private) Limited Techvista Information Technology W.L.L. Systems Arabia for Information Technology SYS Egypt for Information Technology Services Systems International IT Pte. Ltd. Systems Africa for Information Technologies Pty. Ltd. National Data Consultancy FZE NDC Tech APAC Pte. Ltd. Sys Bahrain - PKR Sys Malaysia Systems APAC TechVista Systems FZ - LLC Translation reserve on foreign operations Systems Ventures (Private) Limited Techvista Information Technology W.L.L. Systems Arabia for Information Technology SYS Egypt for Information Technology Services Systems International IT Pte. Ltd. Systems Africa for Information Technologies Pty. Ltd. National Data Consultancy FZE NDC Tech APAC Pte. Ltd. Sys Bahrain - PKR Sys Malaysia Sys Bahrain for Information Technology W.L.L TechVista Systems FZ - LLC Systems APAC		(34,199,688) 1,220,121,264 - (439,002,177) (524,356,340) (258,915,510) 76,945,186 111,264,547 (2,748,769,016) (3,124,961) 211,421,167 (22,752,767) (147,750,147) (7,443,996,737) (10,003,115,179) - 72,677,637 22,044,618 52,941,163 208,702,332 (247,517) 257,183,817 3,124,961 1,313,019 (5,658,975) 1,313,019 (1,058,171,830) 30,369,653 (414,408,103) (44,079,231) 970,499,288 309,760,012 35,369,000 (309,761,564) (89,709,150) 409,839,679 147,604,499 - - 145,584,384 (2,573,760) - (4,755,456,075) (3,182,922,918) (30,770,840) 69,282,445 27,009,519 64,387,619 (201,415,812) (1,342,051) - - 194,288 - - - - (1,178,962,641) 2021 Rupees 2025 2024 Rupees	(34,199,688) 1,220,121,264 - (439,002,177) (524,356,340) (258,915,510) 76,945,186 111,264,547 (2,748,769,016) (3,124,961) 211,421,167 (22,752,767) (147,750,147) (7,443,996,737) (10,003,115,179) - 72,677,637 22,044,618 52,941,163 208,702,332 (247,517) 257,183,817 3,124,961 1,313,019 (5,658,975) 1,313,019 (1,058,171,830) 30,369,653 (414,408,103) (44,079,231) 970,499,288 309,760,012 35,369,000 (309,761,564) (89,709,150) 409,839,679 147,604,499 - - 145,584,384 (2,573,760) - (4,755,456,075) (3,182,922,918) (30,770,840) 69,282,445 27,009,519 64,387,619 (201,415,812) (1,342,051) - - 194,288 - - - - (1,178,962,641) 2021 Rupees 2025 2024 Rupees	(34,199,688) 1,220,121,264 - (439,002,177) (524,356,340) (258,915,510) 76,945,186 111,264,547 (2,748,769,016) (3,124,961) 211,421,167 (22,752,767) (147,750,147) (7,443,996,737) (10,003,115,179) - 72,677,637 22,044,618 52,941,163 208,702,332 (247,517) 257,183,817 3,124,961 1,313,019 (5,658,975) 1,313,019 (1,058,171,830) 30,369,653 (414,408,103) (44,079,231) 970,499,288 309,760,012 35,369,000 (309,761,564) (89,709,150) 409,839,679 147,604,499 - - 145,584,384 (2,573,760) - (4,755,456,075) (3,182,922,918) (30,770,840) 69,282,445 27,009,519 64,387,619 (201,415,812) (1,342,051) - - 194,288 - - - - (1,178,962,641) 2021 Rupees 2025 2024 Rupees
				(44,079,231) 970,499,288 309,760,012 35,369,000 (309,761,564) (89,709,150) 409,839,679 147,604,499 - - 145,584,384 (2,573,760) - (4,755,456,075)
				(3,182,922,918)
				(30,770,840) 69,282,445 27,009,519 64,387,619 (201,415,812) (1,342,051) - - 194,288 - - - -
				(1,178,962,641)
	(10,417,523,282)			(4,361,885,559)

Temporary differences of Rs 414.40 million (2024: Rs 1,178.81 million) have arisen as a result of the translation of the financial statements of the Holding Company’s subsidiaries in foreign jurisdictions. However, a deferred tax liability has not been recognised as the liability will only crystallise in the event of disposal of the subsidiary, and no such disposal is expected in the foreseeable future.

The subsidiaries of the Holding Company have undistributed earnings of Rs 10,003.11 million (2024: Rs 3,182.92 million) which, if paid out as dividends, would be subject to tax in the hands of the recipient. An assessable temporary difference exists, but no deferred tax liability has been recognised as the Holding Company is able to control the timing of distributions from its subsidiaries and is not expected to distribute these profits in the foreseeable future.

42. Reconciliation of liabilities arising from financing activities

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Opening balance as at
January 1, 2025
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Cash flows
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Other cashflows
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Closing balance as at
December 31, 2025
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Short term borrowings 1,289,195,083 735,943,771 9,060,389 2,034,199,243

42.1 During the year, the Company declared final dividend of Rs 1,758.70 million (2024: 1,749.02 million) as disclosed in statement of changes in equity against which payment of Rs 1,751.32 million (2024: 1,737.36 million) has been made. The remaining amount of Rs 7.38 million (2024: 11.66 million) is transferred to unclaimed dividend.

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Opening balance as at
January 1, 2024
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Cash flows
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Other cashflows
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Closing balance as at
December 31, 2024
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Short term borrowings 2,119,000,000 (743,107,221) (86,697,696) 1,289,195,083

ANNUAL REPORT 2025 252

43. Operating segment information

The four primary segments revolve around industry verticals, reflecting the company’s strategic focus:

• Banking Financial Services & Insurance (BFSI): This segment likely includes activities related to banking, financial services, and insurance.

• Retail & CPG (Consumer Packaged Goods): This segment encompasses retail operations and consumer goods.

• Telco (Telecommunications): This segment involves telecommunications services and technologies.

• Technology : This segment includes technology-related solutions , products and services.

• Others: This catch-all category may include any remaining segments that don’t fall into the specific verticals mentioned above.

Revenue Cost of revenue Gross proft Research & Development Expenses Distribution expenses Administrative expenses Proft before taxation and unallocated income and expenses	7,762,313,143 (4,970,433,686) 2,791,879,457 2,817,433 (299,071,956) (601,332,973) (897,587,496) 1,894,291,961 7,675,939,851 (5,088,381,118) 2,587,558,733 (7,883,076) (282,394,007) (548,383,024) (838,660,107) 1,748,898,626 9,519,807,327 (6,470,282,872) 3,049,524,455 3,482,256 (366,785,950) (737,483,008) (1,100,786,702) 1,948,737,753 8,056,909,121 (5,760,646,588) 2,296,262,533 (8,854,872) (296,409,677) (575,600,157) (880,864,706) 1,415,397,827 20,308,291,511 (15,227,025,817) 5,081,265,694 7,452,382 (782,452,389) (1,573,248,217) (2,348,248,224) 2,733,017,470 15,489,461,642 (11,451,384,445) 4,038,077,197 (17,261,419) (569,849,585) (1,106,595,150) (1,693,706,154) 2,344,371,043 18,896,820,890 (13,631,852,778) 5,264,968,112 6,058,916 (728,070,239) (1,463,904,035) (2,185,915,358) 3,079,052,754 15,744,148,020 (11,895,897,767) 3,848,250,253 (14,632,438) (579,219,369) (1,124,790,405) (1,718,642,212) 2,129,608,041 80,391,884,594 (57,982,619,705) 22,409,264,889 (82,316,961) (3,097,396,064) (6,227,820,256) (9,407,533,281) 13,001,731,608 67,473,021,160 (51,315,319,855) 16,157,701,305 (92,264,918) (2,482,298,867) (4,820,394,646) (7,394,958,431) 8,762,742,874 2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 Rupees BFSI Retail & CPG Technology Telco Others Total 20,506,562,526 (17,119,009,937) 3,387,552,589 (43,633,113) (754,426,229) (1,465,025,910) (2,263,085,252) 1,124,467,337 23,904,651,723 (17,683,024,552) 6,221,627,171 (102,127,948) (921,015,530) (1,851,852,023) (2,874,995,501) 3,346,631,670 2024 2025	7,762,313,143 (4,970,433,686) 2,791,879,457 2,817,433 (299,071,956) (601,332,973) (897,587,496) 1,894,291,961 7,675,939,851 (5,088,381,118) 2,587,558,733 (7,883,076) (282,394,007) (548,383,024) (838,660,107) 1,748,898,626 9,519,807,327 (6,470,282,872) 3,049,524,455 3,482,256 (366,785,950) (737,483,008) (1,100,786,702) 1,948,737,753 8,056,909,121 (5,760,646,588) 2,296,262,533 (8,854,872) (296,409,677) (575,600,157) (880,864,706) 1,415,397,827 20,308,291,511 (15,227,025,817) 5,081,265,694 7,452,382 (782,452,389) (1,573,248,217) (2,348,248,224) 2,733,017,470 15,489,461,642 (11,451,384,445) 4,038,077,197 (17,261,419) (569,849,585) (1,106,595,150) (1,693,706,154) 2,344,371,043 18,896,820,890 (13,631,852,778) 5,264,968,112 6,058,916 (728,070,239) (1,463,904,035) (2,185,915,358) 3,079,052,754 15,744,148,020 (11,895,897,767) 3,848,250,253 (14,632,438) (579,219,369) (1,124,790,405) (1,718,642,212) 2,129,608,041 80,391,884,594 (57,982,619,705) 22,409,264,889 (82,316,961) (3,097,396,064) (6,227,820,256) (9,407,533,281) 13,001,731,608 67,473,021,160 (51,315,319,855) 16,157,701,305 (92,264,918) (2,482,298,867) (4,820,394,646) (7,394,958,431) 8,762,742,874 2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 Rupees BFSI Retail & CPG Technology Telco Others Total 20,506,562,526 (17,119,009,937) 3,387,552,589 (43,633,113) (754,426,229) (1,465,025,910) (2,263,085,252) 1,124,467,337 23,904,651,723 (17,683,024,552) 6,221,627,171 (102,127,948) (921,015,530) (1,851,852,023) (2,874,995,501) 3,346,631,670 2024 2025	7,762,313,143 (4,970,433,686) 2,791,879,457 2,817,433 (299,071,956) (601,332,973) (897,587,496) 1,894,291,961 7,675,939,851 (5,088,381,118) 2,587,558,733 (7,883,076) (282,394,007) (548,383,024) (838,660,107) 1,748,898,626 9,519,807,327 (6,470,282,872) 3,049,524,455 3,482,256 (366,785,950) (737,483,008) (1,100,786,702) 1,948,737,753 8,056,909,121 (5,760,646,588) 2,296,262,533 (8,854,872) (296,409,677) (575,600,157) (880,864,706) 1,415,397,827 20,308,291,511 (15,227,025,817) 5,081,265,694 7,452,382 (782,452,389) (1,573,248,217) (2,348,248,224) 2,733,017,470 15,489,461,642 (11,451,384,445) 4,038,077,197 (17,261,419) (569,849,585) (1,106,595,150) (1,693,706,154) 2,344,371,043 18,896,820,890 (13,631,852,778) 5,264,968,112 6,058,916 (728,070,239) (1,463,904,035) (2,185,915,358) 3,079,052,754 15,744,148,020 (11,895,897,767) 3,848,250,253 (14,632,438) (579,219,369) (1,124,790,405) (1,718,642,212) 2,129,608,041 80,391,884,594 (57,982,619,705) 22,409,264,889 (82,316,961) (3,097,396,064) (6,227,820,256) (9,407,533,281) 13,001,731,608 67,473,021,160 (51,315,319,855) 16,157,701,305 (92,264,918) (2,482,298,867) (4,820,394,646) (7,394,958,431) 8,762,742,874 2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 Rupees BFSI Retail & CPG Technology Telco Others Total 20,506,562,526 (17,119,009,937) 3,387,552,589 (43,633,113) (754,426,229) (1,465,025,910) (2,263,085,252) 1,124,467,337 23,904,651,723 (17,683,024,552) 6,221,627,171 (102,127,948) (921,015,530) (1,851,852,023) (2,874,995,501) 3,346,631,670 2024 2025	7,762,313,143 (4,970,433,686) 2,791,879,457 2,817,433 (299,071,956) (601,332,973) (897,587,496) 1,894,291,961 7,675,939,851 (5,088,381,118) 2,587,558,733 (7,883,076) (282,394,007) (548,383,024) (838,660,107) 1,748,898,626 9,519,807,327 (6,470,282,872) 3,049,524,455 3,482,256 (366,785,950) (737,483,008) (1,100,786,702) 1,948,737,753 8,056,909,121 (5,760,646,588) 2,296,262,533 (8,854,872) (296,409,677) (575,600,157) (880,864,706) 1,415,397,827 20,308,291,511 (15,227,025,817) 5,081,265,694 7,452,382 (782,452,389) (1,573,248,217) (2,348,248,224) 2,733,017,470 15,489,461,642 (11,451,384,445) 4,038,077,197 (17,261,419) (569,849,585) (1,106,595,150) (1,693,706,154) 2,344,371,043 18,896,820,890 (13,631,852,778) 5,264,968,112 6,058,916 (728,070,239) (1,463,904,035) (2,185,915,358) 3,079,052,754 15,744,148,020 (11,895,897,767) 3,848,250,253 (14,632,438) (579,219,369) (1,124,790,405) (1,718,642,212) 2,129,608,041 80,391,884,594 (57,982,619,705) 22,409,264,889 (82,316,961) (3,097,396,064) (6,227,820,256) (9,407,533,281) 13,001,731,608 67,473,021,160 (51,315,319,855) 16,157,701,305 (92,264,918) (2,482,298,867) (4,820,394,646) (7,394,958,431) 8,762,742,874 2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 Rupees BFSI Retail & CPG Technology Telco Others Total 20,506,562,526 (17,119,009,937) 3,387,552,589 (43,633,113) (754,426,229) (1,465,025,910) (2,263,085,252) 1,124,467,337 23,904,651,723 (17,683,024,552) 6,221,627,171 (102,127,948) (921,015,530) (1,851,852,023) (2,874,995,501) 3,346,631,670 2024 2025	7,762,313,143 (4,970,433,686) 2,791,879,457 2,817,433 (299,071,956) (601,332,973) (897,587,496) 1,894,291,961 7,675,939,851 (5,088,381,118) 2,587,558,733 (7,883,076) (282,394,007) (548,383,024) (838,660,107) 1,748,898,626 9,519,807,327 (6,470,282,872) 3,049,524,455 3,482,256 (366,785,950) (737,483,008) (1,100,786,702) 1,948,737,753 8,056,909,121 (5,760,646,588) 2,296,262,533 (8,854,872) (296,409,677) (575,600,157) (880,864,706) 1,415,397,827 20,308,291,511 (15,227,025,817) 5,081,265,694 7,452,382 (782,452,389) (1,573,248,217) (2,348,248,224) 2,733,017,470 15,489,461,642 (11,451,384,445) 4,038,077,197 (17,261,419) (569,849,585) (1,106,595,150) (1,693,706,154) 2,344,371,043 18,896,820,890 (13,631,852,778) 5,264,968,112 6,058,916 (728,070,239) (1,463,904,035) (2,185,915,358) 3,079,052,754 15,744,148,020 (11,895,897,767) 3,848,250,253 (14,632,438) (579,219,369) (1,124,790,405) (1,718,642,212) 2,129,608,041 80,391,884,594 (57,982,619,705) 22,409,264,889 (82,316,961) (3,097,396,064) (6,227,820,256) (9,407,533,281) 13,001,731,608 67,473,021,160 (51,315,319,855) 16,157,701,305 (92,264,918) (2,482,298,867) (4,820,394,646) (7,394,958,431) 8,762,742,874 2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 Rupees BFSI Retail & CPG Technology Telco Others Total 20,506,562,526 (17,119,009,937) 3,387,552,589 (43,633,113) (754,426,229) (1,465,025,910) (2,263,085,252) 1,124,467,337 23,904,651,723 (17,683,024,552) 6,221,627,171 (102,127,948) (921,015,530) (1,851,852,023) (2,874,995,501) 3,346,631,670 2024 2025
	1,894,291,961 1,748,898,626 1,948,737,753 1,415,397,827 2,733,017,470 2,344,371,043 3,079,052,754 2,129, 1,124,467,337 3,346,631,670
			(23,906,244) (971,487,668) 271,117,027 581,106,138 (72,858,438) (337,450,216) (553,479,401) (5,083,691) (485,686,404) (264,477,256) 868,033,301 (118,973,681) (465,258,660) (471,446,391) Rupees
				(5,083,691) (485,686,404) (264,477,256) 868,033,301 (118,973,681) (465,258,660)
			12,448,252,207 (821,342,898) 8,291,296,483 (474,934,619)
			11,626,909,309 (586,325,375) 7,816,361,864 (356,349,091)
			11,040,583,934 7,460,012,773

	2024 2025	2024 2025	2024 2025
	Rupees
	(23,906,244)		(5,083,691)
	(971,487,668) 271,117,027		(485,686,404) (264,477,256)
	581,106,138		868,033,301
	(72,858,438)		(118,973,681)
	(337,450,216)		(465,258,660)
	(553,479,401)		(471,446,391)
	12,448,252,207 (821,342,898)		8,291,296,483 (474,934,619)
	11,626,909,309 (586,325,375)		7,816,361,864 (356,349,091)
	11,040,583,934		7,460,012,773

Unallocated income and expenses:

Other operating expenses Impairment losses on financial assets Exchange gain / (loss) Other income Share of loss of associate Finance cost

Profit before taxation and levy Levy Profit before taxation Taxation Profit for the year

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ANNUAL REPORT 2025 253

43.1 Allocation of assets and liabilities

Allocat 3.1	ion of assets and liabilities
Segment operating assets Property and equipment Intangibles Long term investments Investment in associates Right-of-use asset Long term loans Deferred taxation - net Deferred employee benefts Long term receivable Long term deposits Contract assets Trade debts Current portion of long term receivable Loans, advances and other receivables Trade deposits and short term prepayments Short term investments Income tax refunds due from the governments Current portion of deferred employee benefts Derivative fnancial instruments Cash and bank balances	2025 2025 2025 2025 2024 2024 2024 Rupees BFSI Retail & CPG Technology Telco 552,364,832 19,452,303 - - 151,158,787 74,425,308 - 20,634,106 - 56,400,488 409,120,906 190,277,826 - 138,659,319 207,170,765 - - 11,784,893 - - 492,772,511 66,227,760 - - 56,959,579 83,428,516 - 27,625,678 - 47,101,458 231,078,538 1,003,444,296 - 101,603,871 149,125,947 - - 11,711,577 - - 553,655,689 2,538,534,905 - - 151,512,040 74,599,237 - 20,682,327 - 69,170,333 975,866,007 5,970,608,480 - 170,053,691 254,077,069 - - 11,812,434 - - 551,774,612 69,514,751 - - 63,779,632 93,417,827 - 30,933,438 - 49,439,179 311,675,682 5,371,798,472 - 106,646,635 156,527,308 - - 13,113,863 - - 1,077,673,264 50,892,439 - - 294,913,387 145,205,053 - 40,257,494 - 147,558,793 4,396,782,431 5,195,940,734 - 362,769,939 542,014,244 - - 22,992,529 - - 8 13 9 1 3,34 3,5 20 30 2 1,210,261,749 9,335,557,141 - - 325,070,919 160,053,569 - 44,374,183 244,727,720 244,777,009 4,908,968,969 3,173,528,655 427,670,427 1,207,079,414 780,013,283 - - 25,343,720 - - 1,046,544,341 9,466,975,695 - - 117,585,218 172,226,700 - 57,029,414 569,948,187 197,386,689 3,335,622,074 5,704,888,952 361,980,429 673,462,766 530,586,807 - - 24,176,941 - -	2025 2025 2025 2024 2024 2024 2024 Others Unallocated Total 56,522,871 3,642,573 - - 9,005,486 45,013,024 - 48,018,152 - 95,047,152 2,556,785 13,475,253 - 5,028,868 0,924,796 - - 0,356,724 - - 9,591,684 3,485,699 81,383,385 - - 9,594,895 9,975,343 - - - 58,313,144 - - 1,221,744 41,192,605 - 828,637,694 47,355,302 - - 226,762,933 111,650,149 - 30,954,538 - 137,303,134 3,289,017,297 3,045,448,731 - 337,556,635 504,343,069 - - 17,679,269 - - 8,576,708,751 1,243,421 212,356,390 - - 307,089,760 1,619,136,680 - - - 746,607,304 - - 400,098 45,701,310 - 707,202,019 145,074,725 - - 81,745,486 119,732,358 - 39,646,967 - 96,609,969 2,232,176,204 1,976,909,894 - 208,400,067 305,872,768 - - 16,807,859 - - 5,930,178,316 2,878,025 67,195,514 - - 131,772,116 2,020,879,950 - - - 1,575,550,736 - - 1,008,752 34,011,343 - - - 157,383,405 89,359,651 - - - - - - - - - - - 5,441,665,232 721,298,512 - 10,986,607 13,504,721,300 19,925,414,707 - - - 1,573,433 - - 598,985,626 37,698,807 - - 5,956,002,054 - - - - - - 101,076,560 162,194,362 - - - - - - - - - - - 2,941,777,167 483,693,293 - - 7,820,717,667 11,509,459,049 - - - 83,618,990 - - 307,963,940 30,322,411 - - 2,684,547,884 1,461,010 - - - 4,222,593,228 11,991,792,090 157,383,405 89,359,651 1,149,418,066 565,933,316 - 156,902,648 244,727,720 655,209,757 13,979,755,610 17,575,804,426 427,670,427 2,216,118,998 2,287,618,430 5,441,665,232 721,298,512 89,612,845 10,986,607 13,504,721,300 75,488,572,268 6,302,660 1,076,394,050 428,305,444 1,573,433 1,556,579,442 10,709,428,067 598,985,626 37,698,807 2,848,186,391 2,698,265,644 5,956,002,054 - 2,028,020 231,651,227 758,348,886 3,654,816,354 9,881,435,504 101,076,560 162,194,362 419,075,401 613,818,425 - 203,253,649 569,948,187 485,584,447 9,453,109,283 17,570,516,867 361,980,429 1,295,142,207 1,443,037,626 2,941,777,167 483,693,293 86,166,964 - 7,820,717,667 57,547,344,392 14,754,443 344,483,686 1,184,866,510 83,618,990 675,541,301 8,715,514,879 307,963,940 30,322,411 - 3,875,428,986 2,684,547,884 1,461,010 5,171,459 174,362,132 718,641,105
Total operating assets	1,831,449,533 2,271,079,731 10,790,572,212 6,818,621,399 12,277,000,307 8,75 22,087,426,758 22,258,414,213
Segment operating liabilities Long term advances Lease liabilities Other long term liability - unsecured Deferred taxation - net Retirement Benefts Trade and other payables Provision for taxation Unclaimed dividend Contract Liabilities Contract liabilities - non current portion Short term borrowings from fnancial institutions - secured Derivative fnancial instruments Current portion of long term advances Current portion of lease liabilities Current portion of other long term liability - unsecured	828,856 141,555,474 - - 204,704,161 590,358,116 - - - 15,946,966 - - 266,703 30,464,215 - 2,005,383 46,821,277 - - 91,817,720 621,809,215 - - - 352,578,346 - - 702,891 23,698,823 - 830,793 141,886,284 - - 205,182,547 768,504,203 - - 2,848,186,391 96,943,484 - - 267,326 30,535,408 - 2,245,498 52,427,421 - - 102,811,512 932,713,823 - - - 107,524,571 - - 787,051 26,536,400 - 1,617,113 276,177,158 - - 399,381,330 1,808,593,647 - - - 561,893,108 - - 520,342 59,436,205 - 15 1,70 4 1,782,477 304,418,744 428,305,444 - 440,221,644 5,922,835,421 - - - 1,276,874,782 - - 573,551 65,514,089 758,348,886 4,139,838 96,656,089 1,184,866,510 - 189,545,058 3,430,136,548 - - - 1,381,462,189 - - 1,451,021 48,922,961 718,641,105
Total operating liabilities	984,124,491 1,139,433,655 4,092,336,436 1,225,046,276 3,107,618,903 2,4 9,198,875,038 7,055,821,319	55,166,815 2,932,534,963 3,833,296,436 6,594,259,920 3,107,914,235 26,909,749,751 18,816,678,736

254

ANNUAL REPORT 2025

43.2 Geographical segments

Geogr 2	aphical segments	aphical segments	aphical segments
Revenue from contracts with customers Cost of revenue Gross proft Research & Development Expenses Distribution expenses Administrative expenses Proft / (loss) before taxation and unallocated income and expenses	4,239,284,522 (2,616,740,334) 3,021,162,743 (1,824,392,057) 47,110,018,385 (33,937,187,728) 39,552,614,777 (29,784,091,664) 2,771,316,271 (1,793,519,987) 2,299,537,669 (1,666,082,968) 11,500,373,013 (9,701,361,460) 8,709,237,192 (8,784,149,848) 80,391,884,594 (57,982,619,705) 67,473,021,160 (51,315,319,855) 2025 2025 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 Rupees North America Europe Middle East Africa APAC Pakistan Total 14,770,892,403 (9,933,810,196) 13,890,468,779 (9,256,603,318)
	1,622,544,188 (29,426,402) (91,451,332) (234,557,973) (355,435,707) 1,196,770,686 (7,817,982) (63,417,491) (267,334,949) (338,570,422) 13,172,830,657 (32,726,614) (2,159,821,166) (4,173,327,890) (6,365,875,670) 9,768,523,113 (31,312,542) (1,805,390,506) (2,947,818,711) (4,784,521,759) 977,796,284 2,389,242 (286,422,068) (211,912,684) (495,945,510) 633,454,701 (3,179,567) (202,425,706) (80,062,371) (285,667,644) 1,799,011,553 (24,988,262) (363,993,936) (572,817,117) (961,799,315) (74,912,656) (14,218,483) (121,180,966) (303,178,566) (438,578,015) 22,409,264,889 (82,316,961) (3,097,396,064) (6,227,820,256) (9,407,533,281) 16,157,701,305 (92,264,918) (2,482,298,867) (4,820,394,646) (7,394,958,431) 4,837,082,207 2,435,075 (195,707,562) (1,035,204,592) (1,228,477,079) 4,633,865,461 (35,736,344) (289,884,198) (1,222,000,049) (1,547,620,591)
	1,267,108,481 858,200,264 6,806,954,987 4,984,001,354 481,850,774 347,787,057 837,212,238 (513,490,671) 13,001,731,608 8,762,742,874 3,608,605,128 3,086,244,870
	2024 2025
		(23,906,244) (971,487,668) 271,117,027 581,106,138 - (72,858,438) (337,450,216) (553,479,401) 12,448,252,207 (821,342,898) 11,626,909,309 (586,325,375) 11,040,583,934 (5,083,691) (485,686,404) (264,477,256) 868,033,301 - (118,973,681) (465,258,660) (471,446,391) 8,291,296,483 (474,934,619) 7,816,361,864 (356,349,091) 7,460,012,773 Rupees
			(5,083,691) (485,686,404) (264,477,256) 868,033,301 - (118,973,681) (465,258,660)

Unallocated income and expenses: Other operating expenses Impairment losses on financial assets Exchange (loss) / gain Other income Impairment loss on investment in associates Share of loss of associate Finance cost

Profit before taxation and levy Levy Profit before taxation Taxation Profit for the year

		2024 2025	2024 2025	2024 2025
		Rupees
		(23,906,244)		(5,083,691)
		(971,487,668)		(485,686,404)
		271,117,027		(264,477,256)
		581,106,138		868,033,301
		-		-
		(72,858,438)		(118,973,681)
		(337,450,216)		(465,258,660)
		(553,479,401)		(471,446,391)
	12,448,252,207			8,291,296,483
		(821,342,898)		(474,934,619)
	11,626,909,309			7,816,361,864
		(586,325,375)		(356,349,091)
	11,040,583,934			7,460,012,773

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ANNUAL REPORT 2025 255

44. Transactions with related parties

The related parties and associated undertakings comprise subsidiary, associated companies, companies in which directors are interested, staff retirement funds and directors and key management personnel (Note 45). Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Amounts due from and to related parties are shown under respective notes to the consolidated financial statements. Transactions with subsidiaries have been eliminated and other significant transactions with related parties are as follows:

Basis of relationship Nature of transaction Undertaking Relation Oneload Processing Systems (Private) Limited Associated company Wholly owned by Associate: E-Processing Systems B.V. Disbursements against loan Receipts against loan Finance income Property and equipment sold to the party during the year (44.4) Note	7,269,417 - 29,282,653 - 13,076,135,216 171,364,859 210,355,649 771,039,637 18,236,838 48,327,887 920,398,586 9,630,064 39,186,219 90,514,689 36,019,299 1,340,585 - 200,000 1,567,082,796 7,852,949 1,315,639,389 2,869,565 - 1,573,496,878 773,000,203 14,382,444 28,075,817 45,048,880 2,797,524 11,715,433,494 320,023,661 320,194,705 854,718,441 18,786,962 - 897,495,928 10,059,927 103,299,289 - 8,027,621 52,734 310,280,397 - 1,475,756,319 9,327,684 992,263,975 - 5,028,878 1,394,742,412 648,870,376 2025 2024 Rupees	2024
Visionet Systems Incorporation - USA Associated company Common shareholding of directors Revenue Expenses incurred on behalf of the party by the Company Expenses incurred on behalf of the Group by the party (44.1)
Visionet Deutschland GMBH Associated company Common shareholding of directors Revenue Expenses incurred on behalf of the party by the Company Payment of licenses made by the company on behalf of the party (44.2)
Systems Limited Employees’ Provident Fund Staff retirement fund Contribution Payments made on behalf of the party by the Company
Visionet EMEA Limited Associated company Common shareholding of directors Revenue Expenses incurred on behalf of the party by the Company Expenses incurred on behalf of the Company by the party Consultancy fee by the party (44.3)
Visionet Canada Inc. Associated company Common shareholding of directors Revenue Expenses incurred on behalf of the Company by the party (44.5)
AtClose Associated company Common shareholding of directors Revenue Expenses incurred on behalf of the party by the Company (44.6)
PartnerLinQ, Inc. Associated company Common shareholding of directors Revenue Expenses incurred on behalf of the Company by the party (44.7)
Salesfo (Private) Limited Associated company 19.69% Shareholding owned by Systems Ventures Private Limited Revenue Dividend Income
Key management personnel Key management personnel Key management personnel

44.1 Visionet Systems Incorporation - USA (VSI) is affiliate of the Group and incorporated in United States of America (USA). The registered address of VSI is Cedarbrook Corporate Center, 4 Cedarbrook Drive, Bldg. B Cranbury, NJ 08512-3641.

44.2 Visionet Deutschland GMBH is affiliate of the Group and incorporated in Germany. The registered address is Maximilian Street 13, 80539, Munich, Germany.

ANNUAL REPORT 2025 256

• 44.3 Visionet EMEA Limited UK is affiliate of the Group and incorporated in the United Kingdom. The registered address is 1st floor, 3 Shortlands Hammersmith London W6 8DA GBR.

• 44.4 Oneload Processing Systems (Private) Limited is wholly owned subsidiary of E-Processing Systems B.V., which is an associated company of the Group. The registered office of the company is situated at Suite # 201, 202, 2nd Floor Office Block, Penta Square CCA, Sector C, DHA Phase 5, Lahore, Pakistan.

• 44.5 Visionet Canada Inc. is affiliate of the Group and incorporated in Canada. The registered address is 2425 Matheson Blvd E, Mississauga, ON L4W5K4, Canada.

• 44.6 AtClose is affiliate of the Group and incorporated in USA. The registered address is Cedarbrook Corporate Center, 4 Cedarbrook Drive, Bldg. B Cranbury, NJ 08512-3641.

• 44.7 PartnerLinQ, Inc. is affiliate of the Group and incorporated in USA. The registered address is Cedarbrook Corporate Center, 4 Cedarbrook Drive, Bldg. B Cranbury, NJ 08512-3641.

45.

Remuneration of chief executive officer, directors and executives

The aggregate amounts charged in the accounts for the year for remuneration including certain benefits to the Chief Executive Officer, Directors and Executives of the Group are as follows :

	Chief Executive Offcer	Chief Executive Offcer	Non Executive Directors	Non Executive Directors	Other Executives	Other Executives
	2025	2024	2025	2024	2025	2024
				NOS
Number of persons	1	1	6	6	6,886	6,001
			Rupees
Managerial remuneration	135,264,139	121,769,812	-	-	27,806,327,378	33,428,726,084
Retirement benefts	9,014,002	8,116,365	-	-	1,717,502,229	1,659,566,245
Bonus	612,129,429	305,858,658	-	-	688,906,826	1,249,974,992
Fees	-	-	11,600,000	5,600,000	-	-
	756,407,570	435,744,835	11,600,000	5,600,000	30,212,736,433	36,338,267,321

• 45.1 In addition to the above remuneration, the Chief Executive Officer and certain executives are also provided with Group maintained cars, free medical and mobile phone facilities in accordance with their entitlement.

• 45.2

• Fees represent the amounts paid to Non Executive Directors for attending meetings of the Board and its sub-committees.

• 45.3 During the year, the Chief Executive Officer and Other Executives were granted 2,375,000 (2024: 2,499,750 ) and 5,832,500 (2024: 12,227,500) share options respectively, which have a vesting period of two years. Further, the impact of benefits available to the Chief Executive and other executives recognized by the Group on account of share-based payment plans aggregated to Rs 43.19 million (2024: Rs 33.09 million) and Rs 104.11 million (2024: Rs 155.77 million), respectively.

• 45.4 During the current year, the chief executive officer and certain executives of the Group exercised stock option under employee stock option scheme according to which 1,738,185 (2024: 3,000,000) and 6,735,500 (2024: 4,823,750) shares respectively were issued to them.

• 45.5 During the year, vehicles costing Rs 91.42 million were provided to Chairman of the Company and Rs 39.6 million were provided to other executives.

• 45.6 The key management personnel with whom the Company had entered into transactions or had arrangements/ agreements in place during the year have been disclosed below:

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Designation
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% age of shareholding in the Company
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Aezaz Hussain	Director	2.97%
Arshad Masood	Director	13.09%
Zubyr Soomro	Director	0.00%
Omar Saeed	Director	0.00%
Maheen Rehman	Director	0.00%
Romana Abdullah	Director	0.00%
Muhammad Asif Peer Roohi Khan Asif Akram	Chief Executive Offcer Chief Financial Offcer Chief Operational Offcer	7.06% 0.03% 0.13%
Zeeshan Khawar	Chief Internal Auditor	0.00%
Toima Asghar	Chief Human Resource Offcer	0.04%
Khurram Majeed	General Manager Middle East Africa	0.51%
Ahmed Kandil	General Manager Systems Misr	0.00%
Rao Hamid Khan	General Manager KSA	0.02%

257

ANNUAL REPORT 2025

46. Earnings per share - basic and diluted

Earnings per share are calculated by dividing the net profit for the year attributable to ordinary shareholders of the Group by weighted average number of shares outstanding during the year as follows:

46.1 Basic earnings per share

Profit for the year Weighted-average number of ordinary shares outstanding during the year Basic earnings per share (Rupees)

46.2 Diluted earnings per share

Profit for the year Weighted-average number of ordinary shares (basic) Effect of share options Weighted average number of ordinary shares - diluted Diluted earnings per share (Rupees)

	2025	2021	Rupees 2024
		Rupees
	11,040,583,934	7,460,012,773
	2025	2021	Rupees 2024
	Number of shares
	1,468,907,491	1,459,998,235
	7.52		5.11
	2025	2021	Rupees 2024
		Rupees
	11,040,583,934	7,460,012,773
	2025	2021	Rupees 2024
	Number of shares
	1,468,907,491	1,459,998,235
	14,100,326		10,127,040
	1,483,007,817	1,470,125,275
	7.44		5.07

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ANNUAL REPORT 2025 258

47. Cash generated from operations

Proft before taxation Adjustments to reconcile proft before tax to net cash fows: Levy Depreciation on property and equipment Depreciation on right-of-use assets Amortization of intangibles Amortization of deferred employee benefts Share based payment expense Allowance for ECLs / provision for doubtful debts: - contract assets - trade debts - Loans, advances and other receivables - Long term investment - security deposit Security deposits written off Finance costs Gain on investments classifed as fair value through proft or loss Provision for gratuity Provision for pension Share of loss from associates Unwinding of long term receivable Unwinding of long term liabilities Exchange (gain) / loss Proft on deposit accounts Proft on term deposit receipts and sukuks Dividend income on mutual funds Interest on loan to related parties Gain on disposal of property and equipment Liabilities written back Effect of discounting of long term loans Effect of discounting of long term security deposits Gain on derivative fnancial instrument Working capital changes Contract Assets Long term deposits Trade debts Loans paid to employees - net Long term receivable - secured Advances and other receivables Trade deposits and short term prepayments Trade and other payables Contract Liabilities 7.1.3 11.1 8.1.2 13 37 37 37 37 37 40 39 27 10 39 40 39 39 39 39 39 39 39 39 Note	11,626,909,309 821,342,898 777,837,491 229,310,034 704,535,526 85,686,556 383,788,094 559,473,893 332,741,584 (24,295,483) 101,567,674 2,000,000 - 253,060,639 (198,375,555) 422,771,747 37,641,561 72,858,438 (68,009,019) 84,389,577 (271,117,027) (84,596,108) (39,648,013) (7,082,909) (29,282,653) (30,137,197) (25,803,324) (116,672,038) (5,325,367) (10,986,607) 15,584,583,721 7,816,361,864 474,934,619 913,967,059 199,719,905 657,967,539 84,029,657 446,602,210 78,087,583 360,204,106 47,394,715 - - 5,083,691 347,583,794 (158,827,842) 303,826,082 - 118,973,681 (68,175,778) 117,674,866 265,536,769 (115,042,604) (44,483,855) (61,959,308) (44,991,852) (11,958,618) (289,659,309) (122,019,708) (3,556,850) (19,484,138) 11,297,788,278 2021 Rupees 2025 2024 Rupees Restated	11,626,909,309 821,342,898 777,837,491 229,310,034 704,535,526 85,686,556 383,788,094 559,473,893 332,741,584 (24,295,483) 101,567,674 2,000,000 - 253,060,639 (198,375,555) 422,771,747 37,641,561 72,858,438 (68,009,019) 84,389,577 (271,117,027) (84,596,108) (39,648,013) (7,082,909) (29,282,653) (30,137,197) (25,803,324) (116,672,038) (5,325,367) (10,986,607) 15,584,583,721 7,816,361,864 474,934,619 913,967,059 199,719,905 657,967,539 84,029,657 446,602,210 78,087,583 360,204,106 47,394,715 - - 5,083,691 347,583,794 (158,827,842) 303,826,082 - 118,973,681 (68,175,778) 117,674,866 265,536,769 (115,042,604) (44,483,855) (61,959,308) (44,991,852) (11,958,618) (289,659,309) (122,019,708) (3,556,850) (19,484,138) 11,297,788,278 2021 Rupees 2025 2024 Rupees Restated	11,626,909,309 821,342,898 777,837,491 229,310,034 704,535,526 85,686,556 383,788,094 559,473,893 332,741,584 (24,295,483) 101,567,674 2,000,000 - 253,060,639 (198,375,555) 422,771,747 37,641,561 72,858,438 (68,009,019) 84,389,577 (271,117,027) (84,596,108) (39,648,013) (7,082,909) (29,282,653) (30,137,197) (25,803,324) (116,672,038) (5,325,367) (10,986,607) 15,584,583,721 7,816,361,864 474,934,619 913,967,059 199,719,905 657,967,539 84,029,657 446,602,210 78,087,583 360,204,106 47,394,715 - - 5,083,691 347,583,794 (158,827,842) 303,826,082 - 118,973,681 (68,175,778) 117,674,866 265,536,769 (115,042,604) (44,483,855) (61,959,308) (44,991,852) (11,958,618) (289,659,309) (122,019,708) (3,556,850) (19,484,138) 11,297,788,278 2021 Rupees 2025 2024 Rupees Restated
			7,816,361,864 474,934,619 913,967,059 199,719,905 657,967,539 84,029,657 446,602,210 78,087,583 360,204,106 47,394,715 - - 5,083,691 347,583,794 (158,827,842) 303,826,082 - 118,973,681 (68,175,778) 117,674,866 265,536,769 (115,042,604) (44,483,855) (61,959,308) (44,991,852) (11,958,618) (289,659,309) (122,019,708) (3,556,850) (19,484,138) 11,297,788,278
	(5,086,120,220) (149,432,107) 118,720,513 (97,488,124) - (871,036,144) (200,121,025) 1,359,985,734 1,671,023,049 (3,254,468,324) (1,585,823,680) (216,518,802) (5,499,208,752) (133,216,515) - 510,334,397 (203,070,772) 1,669,443,431 (762,305,371) (6,220,366,064)
			(1,585,823,680) (216,518,802) (5,499,208,752) (133,216,515) - 510,334,397 (203,070,772) 1,669,443,431 (762,305,371)
	12,330,115,397 5,077,422,214

ANNUAL REPORT 2025 259

48. Cash and cash equivalents

Cash and cash equivalents
Cash and bank balances Short term investments Restricted cash Short term borrowings from fnancial institutions - secured 21.2 20.2.2 21.3 30.7 Note	13,504,721,300 272,498,963 (52,674,480) (3,921,802,811) 6,808,948,255 100,000,000 - (1,395,352,801) 2021 Rupees 2025 2024 Rupees
	9,802,742,972	5,513,595,454

49. Financial risk management

Financial instruments comprise deposits, unbilled revenue, interest accrued, trade debts, advances to employees against salaries, loans, other receivables, cash and bank balances and short term investments, trade and other payables and mark-up accrued on short term borrowings.

The Group has exposure to the following risks from its use of financial instruments:

• Market risk

• Credit risk

• Liquidity risk

The Board of Directors has the overall responsibility for the establishment and oversight of Group’s risk management framework. The Board is also responsible for developing and monitoring the Group’s risk management policies.

This note represents information about the Group’s exposure to each of the above risks, it’s objectives, policies and processes for measuring and managing risk, and it’s management of capital.

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to react to changes in market conditions and the Group’s activities.

49.1

Market risk

49.1.1

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises mainly from future commercial transactions or receivables and payables that exist due to transactions in foreign currencies.

Monetary items, including financial assets and financial liabilities, denominated in currency other than functional currency of the Group are periodically restated to Pak rupee equivalent and the associated gain or loss is taken to the statement of profit or loss.

USD	2025		2021 Rupees 2024
Trade debts	18,626,731		22,343,967
Contract assets	5,231,375		3,441,773
Bank balance	20,325,909		3,354,468
Other receivable	2,594,904		240,523
Other payable	(5,798,462)		(9,371,080)
	40,980,457		20,009,651
AUD
Trade debts	106,326		286,588
Contract assets	198,666		137,681
Trade payable	(182,320)		(53,465)
Other receivable	-		58,167
Bank	774,490		877,233
	897,162		1,306,204

ANNUAL REPORT 2025 260

AED	2025		2024
Trade debts	77,381,080		57,466,080
Contract assets	76,492,647		66,700,114
Bank	40,756,977		32,208,409
Other receivable	779,618		1,081,049
Other payable	(24,182,608)		(21,229,527)
	171,227,714		136,226,125
QAR
Trade debts	13,694,343		7,629,628
Contract assets	6,356,459		3,314,826
Bank	1,448,567		2,095,427
Other receivable	210,199		5,884
Trade payable	(3,843,621)		(1,737,730)
	17,865,947		11,308,035
GBP
Trade debts	2,126,206		1,807,899
Contract assets	913,358		71,596
Bank	805,782		-
Other payable	(602,338)		(268,867)
	3,243,008		1,610,628
EUR
Trade debts	225,431		1,895,969
Contract assets	33,812		25,414
Other payable	-		(21,249)
Other receivable	249,245		119,232
	508,488		2,019,366
EGP
Trade debts	13,385,205		11,686,266
Contract assets	3,827,008		16,419,666
Bank	16,006,314		5,517,781
Trade Payable	(7,222,788)		(2,901,352)
	25,995,739		30,722,361
CAD
Trade debts	117,921		73,462
Other receivable	6,866		259
	124,787		73,462
SAR
Trade debts	41,894,165		50,112,522
Contract assets	52,280,377		23,375,753
Bank	18,807,408		9,871,203
Trade payable	(19,108,177)		(19,621,159)
Other receivable	738,190		533,006
	94,611,963		64,271,325
ZAR
Trade debts	2,006,956		2,229,989
Contract assets	602,510		241,281
Bank	3,182,194		2,810,001
Other receivable	-		39,579
Trade payable	(86,317)		(229,244)
	5,705,343		5,091,606
MYR
Bank	1,543,854		1,117,114
Trade debts	310,556		-
Trade payable	(7,054)		-
Contract assets	1,232,052		110,692
	3,079,408		1,227,806

ANNUAL REPORT 2025 261

	2025		2021 Rupees 2024
BHD
Trade debts	63,091		238,774
Contract assets	495,900		299,933
Bank	135,327		14,060
Trade payable	(64,353)		(69,948)
Other receivable	68,402		97,186
	698,367		580,005
SGD
Trade debts	3,691,519		2,369,188
Contract assets	1,916,729		1,871,842
Bank	43,921		1,007,413
Trade payable	(1,187,876)		(825,968)
Other receivable	594,193		89,414
	5,058,486		4,511,889

The following analysis demonstrates the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant, of the Group’s profit before tax.

Changes in Rate USD AUD AED QAR GBP EUR SAR EGP CAD ZAR MYR BHD SGD 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10% 10% -10%	1,147,862,601 (1,147,862,601) 16,803,844 (16,803,844) 1,306,467,458 (1,306,467,458) 137,389,132 (137,389,132) 122,326,262 (122,326,262) 16,724,170 (16,724,170) 706,751,364 (706,751,364) 15,337,486 (15,337,486) 2,550,646 (2,550,646) 9,642,030 (9,642,030) 10,668,031 (10,668,031) 51,560,436 (51,560,436) 8,548,841 (8,548,841) 685,765,877 (685,765,877) 17,547,863 (17,547,863) 1,115,917,973 (1,115,917,973) 103,422,711 (103,422,711) 63,371,908 (63,371,908) 59,138,116 (59,138,116) 427,825,516 (427,825,516) 6,453,939 (6,453,939) 1,424,428 (1,424,428) 48,458,153 (48,458,153) 6,948,449 (6,948,449) 42,712,566 (42,712,566) - - 1,147,862,601 (1,147,862,601) 15,291,498 (15,291,498) 1,188,885,387 (1,188,885,387) 123,650,219 (123,650,219) 122,326,262 (122,326,262) 16,724,170 (16,724,170) 565,401,091 (565,401,091) 11,886,552 (11,886,552) 2,550,646 (2,550,646) 9,642,030 (9,642,030) 10,668,031 (10,668,031) 51,560,436 (51,560,436) 8,548,841 (8,548,841) 685,765,877 (685,765,877) 15,968,555 (15,968,555) 1,015,485,355 (1,015,485,355) 93,080,440 (93,080,440) 63,371,908 (63,371,908) 59,138,116 (59,138,116) 342,260,413 (342,260,413) 5,001,803 (5,001,803) 1,424,428 (1,424,428) 48,458,153 (48,458,153) 6,948,449 (6,948,449) 42,712,566 (42,712,566) - - Effect on proft before tax Effect on proft before tax Effect on equity Effect on equity 2025 2024 2025 2024 Rupees	1,147,862,601 (1,147,862,601) 16,803,844 (16,803,844) 1,306,467,458 (1,306,467,458) 137,389,132 (137,389,132) 122,326,262 (122,326,262) 16,724,170 (16,724,170) 706,751,364 (706,751,364) 15,337,486 (15,337,486) 2,550,646 (2,550,646) 9,642,030 (9,642,030) 10,668,031 (10,668,031) 51,560,436 (51,560,436) 8,548,841 (8,548,841) 685,765,877 (685,765,877) 17,547,863 (17,547,863) 1,115,917,973 (1,115,917,973) 103,422,711 (103,422,711) 63,371,908 (63,371,908) 59,138,116 (59,138,116) 427,825,516 (427,825,516) 6,453,939 (6,453,939) 1,424,428 (1,424,428) 48,458,153 (48,458,153) 6,948,449 (6,948,449) 42,712,566 (42,712,566) - - 1,147,862,601 (1,147,862,601) 15,291,498 (15,291,498) 1,188,885,387 (1,188,885,387) 123,650,219 (123,650,219) 122,326,262 (122,326,262) 16,724,170 (16,724,170) 565,401,091 (565,401,091) 11,886,552 (11,886,552) 2,550,646 (2,550,646) 9,642,030 (9,642,030) 10,668,031 (10,668,031) 51,560,436 (51,560,436) 8,548,841 (8,548,841) 685,765,877 (685,765,877) 15,968,555 (15,968,555) 1,015,485,355 (1,015,485,355) 93,080,440 (93,080,440) 63,371,908 (63,371,908) 59,138,116 (59,138,116) 342,260,413 (342,260,413) 5,001,803 (5,001,803) 1,424,428 (1,424,428) 48,458,153 (48,458,153) 6,948,449 (6,948,449) 42,712,566 (42,712,566) - - Effect on proft before tax Effect on proft before tax Effect on equity Effect on equity 2025 2024 2025 2024 Rupees
		685,765,877 (685,765,877) 17,547,863 (17,547,863) 1,115,917,973 (1,115,917,973) 103,422,711 (103,422,711) 63,371,908 (63,371,908) 59,138,116 (59,138,116) 427,825,516 (427,825,516) 6,453,939 (6,453,939) 1,424,428 (1,424,428) 48,458,153 (48,458,153) 6,948,449 (6,948,449) 42,712,566 (42,712,566) - - 685,765,877 (685,765,877) 15,968,555 (15,968,555) 1,015,485,355 (1,015,485,355) 93,080,440 (93,080,440) 63,371,908 (63,371,908) 59,138,116 (59,138,116) 342,260,413 (342,260,413) 5,001,803 (5,001,803) 1,424,428 (1,424,428) 48,458,153 (48,458,153) 6,948,449 (6,948,449) 42,712,566 (42,712,566) - -

ANNUAL REPORT 2025 262

The following exchange rates were applicable during the year:

following exchange rates were applicable during the year:
Reporting date rate:	2025	2024
USD	280.1	278.4
AUD	187.3	172.9
AED	76.3	75.8
QAR	76.9	76.4
GBP	377.2	349.2
EUR	328.9	289.6
SAR	74.7	74.1
EGP	5.9	5.5
CAD	204.4	193.9
BHD	738.3	732.0
MYR	69.1	62.2
ZAR	16.9	14.8
SGD	218.1	204.3
Average rate:
USD	281.1	278.5
AUD	181.2	183.6
AED	76.8	75.8
QAR	77.3	76.4
GBP	375.6	355.7
EUR	328.6	301.2
SAR	74.9	74.2
EGP	5.7	6.3
CAD	203.3	203.3
BHD	738.3	732.4
MYR	69.1	62.9
ZAR	15.7	15.2
SGD	215.1

The Group is not exposed to other price risk as its investments are fixed with respect to price and maturity.

49.1.2 Interest rate risk

Interest rate risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Group has no significant long-term interest-bearing assets. The Group’s interest rate risk arises from short term borrowings. Borrowings obtained at variable rates expose the Group to cash flow interest rate risk.

At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was:

Fixed Rate instruments Financial assets Short term investments Variable rate instruments Financial assets Bank balances - deposit accounts Loans to related parties Financial liabilities Short term borrowings Net Exposure	2025 Rupees 549,339,559 1,716,015,414 316,448,700 2,032,464,114 5,956,002,054	2024 177,382,800 843,586,364 279,896,630 1,123,482,994 2,684,547,884
	(3,923,537,940)	(1,561,064,890)

ANNUAL REPORT 2025 263

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rate at the date of statement of financial position would not affect the profit or loss of the Group.

Cash flow sensitivity analysis for variable rate instruments

The impact of changes in average effective interest rate for the year is given below:

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Increase/
Decrease in rate
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Effect on profit
before tax
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Effect on Equity
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Increase/ Decrease in rate	Effect on proft before tax	Effect on Equity
Financial assets 2025 2024 Financial liabilities 2025 2024 +1 -1 +1 -1 +1 -1 +1 -1	Rupees
	20,324,641 (20,324,641)	14,430,495 (14,430,495)
	11,234,830 (11,234,830)	7,976,729 (7,976,729)
	59,560,021 (59,560,021)	42,287,615 (42,287,615)
	26,845,479 (26,845,479)	19,060,290 (19,060,290)

49.1.3 Other price risk

Price risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instrument traded in the market. There is other price risk of changes in the fair value of investment in mutual funds as a result of changes in the levels of net asset value of units held by the Group. As at 31 December 2025, had there been increase / decrease in net asset value by 1%, with all other variables held constant, the profit before tax for the year and equity would have been higher / lower by Rs 1.98 million (2024: Rs 0.29 million) and Rs 1.41 million (2024: 0.21 million).

49.2

Credit risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counter-parties failed completely to perform as contracted. The Group does not have significant exposure to any individual third party. To reduce exposure to credit risk, the Group has developed a formal approval process whereby credit limits are applied to its customers. The management also continuously monitors the credit exposure towards the customers and makes allowance for ECLs against those balances considered doubtful of recovery. Outstanding customer receivables are regularly monitored.

Concentration of credit risk arises when a number of counterparties are engaged in similar business activities or have similar economic features that would cause their abilities to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration of credit risk indicates the relative sensitivity of the Group’s performance to developments affecting a particular industry.

The credit risk on liquid funds is limited because the counter parties are banks and mutual funds with reasonably high credit ratings. The Group believes that it is not exposed to major concentration of credit risk as its exposure is spread over a large number of counter parties and subscribers in case of trade debts.

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ANNUAL REPORT 2025 264

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings or to historical information about counterparty default rate. The table below shows the bank balances and short term investments held with some major counterparties at the reporting date:

A1+ A1+ F1+ TDRs Habib Metropolitan Bank Limited Habib Bank Limited Commercial International Bank AA+ AAA AA PACRA JCR-VIS Fitch Ratings A1+ A1 A1+ F2 A3 P1 A1+ A1+ A1+ F2 A1+ F2 A1+ A1+ A3 A1+ A1+ A1+ A1+ A1 A1+ F1 B A1+ A1+ A1+ B A1 A1+ A-1 A1+ F1 A1+ F1+ F1+ F1 Bank balances Habib Metropolitan Bank Limited Bank Islami Pakistan Limited United Bank Limited The Saudi National Bank Bank Albilad Bank Alinma Habib Bank AG Zurich Dubai Habib Bank Limited Dubai MCB AE Investec Bank PLC Habib Bank Limited Singapore Commercial Bank of Qatar Faysal Bank Limited Standard Chartered Bank (Pakistan) Limited FINCA Microfnance Bank Limited Meezan Bank Limited Bank Alfalah Limited Habib Bank Limited MCB Bank Limited MCB Islamic Bank Limited JS Bank Limited Westpac Banking Corporation Commercial International Bank Egypt OCBC Singapore OCBC Malaysia U Microfnance Bank Limited Investec Bank Limited (South Africa) Samba Bank Limited Bank Al-Habib Limited Samba Bank Dubai Islamic Bank Abu Dhabi Islamic Bank Allied Bank Limited HSBC Bank Middle East Limited United Overseas Bank Limited National Bank of Kuwait AA+ A+ AAA A- A3 A1 AA+ AA+ AAA BBB+ AAA A- AA AAA BBB+ AAA AA+ AAA AAA AA+ AA- A+ B- AA- AAA AA+ B- AA AAA AA AA A+ AAA A+ AA- A+ PACRA PACRA JCR-VIS Moody’s Moody’s Moody’s PACRA VIS PACRA Fitch JCR-VIS S&P PACRA PACRA PACRA JCR-VIS PACRA JCR-VIS PACRA PACRA PACRA Fitch Fitch S&P RAM PACRA Fitch PACRA PACRA JCR-VIS JCR-VIS Fitch Ratings PACRA Fitch Ratings Fitch Ratings Fitch Ratings Particulars Short term Long term Rating Agency	2,149,974,019 12,978,172 141,731,654 1,359,732,409 173,440 152,151,103 135,038,463 534,801,466 3,268,601,518 - - 299,328,887 126,052,912 506,029,985 9,345,920 33,219,027 - 194,956,182 243,522,048 76,540,536 - 145,240,110 147,989,559 - 107,168,382 2,206,303 53,651,791 999,779 183,880,426 - 2,579,255,272 332,922,410 4,161,589 1,067,640 535,004,833 16,420,107 901,422,310 7,660,184 118,683,403 721,806,104 171,948 8,688,394 665,331,536 549,595,111 2,591,326,017 151,638,942 205,764,105 335,670,343 20,911,781 88,850,957 1,590,997 7,082,947 1,122,654 293,007,333 80,003,021 - 22,397 - 77,113,786 3,012,688 69,473,320 726,039,711 41,447,515 - 2,170,169 200,115 4,404,135 51,256,641 4,939,783 - - - 2025 2024 Rupees
	13,354,145,942 7,730,408,347
	77,382,800 415,075,649 56,881,110 177,382,800 - -
	549,339,559 177,382,800

The expected loss rates of trade debts are based on the payment profiles of sales over a period of 36 months before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Company has identified the GDP and the consumer price index of the countries in which it sells its services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.

ANNUAL REPORT 2025 265

49.2.1

9.2.1		Local private customers			Local government customers	Local government customers		Export customers				Total
December 31, 2025 Not Past Due Past due 0-90 days Past due 91-180 days Past due 181-270 days Past due 271-360 days Past due 361 days and above Financial institutions1 Gross trade debts	Expected los rate	s Trade debts	Loss allowance	Expected los rate	s Trade debts	Loss allowance	Expected los rate	s Trade debts	Loss allowance			Trade debts	Loss allowance
	% 0.44% 3.89% 13.30% 32.27% 98.14% 100.00%	Rupees 924,065,980 86,342,429 21,778,723 14,705,937 2,175,408 16,845,744	4,044,029 3,355,861 2,897,059 4,745,901 2,135,020 16,845,744 34,023,614 57,406,988 91,430,602	% 5.02% 17.17% 0.00% 0.00% 86.83% 100.00%	Rupees 183,715,308 30,048,518 - - 20,344,162 947,277	9,214,037 5,159,199 - - 17,665,523 947,277	% 0.19% 1.42% 9.75% 7.14% 30.12% 100.00%	Rupees 12,946,037,355 1,595,644,878 267,251,513 243,245,509 62,886,838 109,197,720	24,635,459 22,632,015 26,054,115 17,377,531 18,941,900 109,197,719 218,838,739 12,245,878 231,084,617			Rupees 14,053,818,643 1,712,035,825 289,030,236 257,951,446 85,406,408 126,990,741	37,893,525 31,918,438 28,951,174 22,123,432 38,742,443 126,990,740 286,619,752 69,652,866 356,272,618
		1,065,914,221 772,772,069			235,055,265 -	32,986,036 -		15,224,263,813 634,071,676				16,525,233,299 1,406,843,745
		1,838,686,290			235,055,265	32,986,036		15,858,335,489				17,932,077,044
December 31, 2024 Not Past Due Past due 0-90 days Past due 91-180 days Past due 181-270 days Past due 271-360 days Past due 361 days and above Financial institutions1 Gross trade debts	Expected los rate	Local private customers s Trade debts	Loss allowance	Expected los rate	s Trade debts Loss allowance Local government customers		Expected los rate	s Trade debts Export customers	Loss allowance			Trade debts Total	Loss allowance
	% 2.32% 11.97% 31.59% 72.40% 91.20% 100.00%	~~Rupees~~	19,728,052 6,147,250 4,857,271 22,505,571 24,039,328 54,535,374 131,812,846 72,538,944 204,351,790	% 7.07% 21.18% 38.50% 70.06% 98.02% 100.00%	~~Rupees~~ 232,124,374 42,113,604 31,493,717 7,444,613 19,410,311 25,291,425 16,420,608 8,921,103 12,124,901 5,215,609 19,025,192 25,291,425		% 0.32% 4.93% 8.05% 3.13% 7.08% 58.49%	~~Rupees~~	37,101,979 87,343,020 22,015,498 3,925,927 2,845,992 57,297,496 210,529,912 79,569,851 290,099,763			~~Rupees~~	73,250,639 102,411,373 38,997,670 31,647,107 45,910,512 137,124,295 429,341,596 152,108,795 581,450,391
		851,007,369 51,363,821 15,375,590 31,085,747 26,359,555 54,535,374						11,477,660,003 1,770,616,782 273,416,480 125,336,075 40,207,881 97,952,961				12,560,791,746 1,864,094,207 320,285,787 163,866,435 85,977,747 177,779,760
		1,029,727,456 1,774,555,247			357,878,044 - 86,998,838 -			13,785,190,182 1,204,616,329				15,172,795,682 2,979,171,576
		2,804,282,703			357,878,044 86,998,838			14,989,806,511				18,151,967,258

1 For financial institutions, ECL has been computed on the basis of their credit ratings issued by external credit rating agencies.

The Group has applied the IFRS’s simplified approach and has calculated ECLs based on lifetime expected credit losses except for cases otherwise disclosed. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

49.3 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure as far as possible to always have sufficient liquidity to meet its liabilities when due. The following are the contractual maturities of financial liabilities:

The following are the contractual maturities of financial liabilities as at 31 December 2025:

	Carrying amount	Contractual cash fows	Less than one year	One to fve years	More than fve years
			Rupees
Lease Liabilities	1,308,045,277	2,163,697,887	436,373,509	1,448,830,006	278,494,372
Unclaimed Dividend	37,698,807	37,698,807	37,698,807	-	-
Short term borrowings	5,937,545,829	5,937,545,829	5,937,545,829	-	-
from fnancial
institutions - secured
Mark-up accrued on	18,456,225	18,456,225	18,456,225	-	-
short term borrowings
- secured
Other long term	1,186,654,330	1,186,654,330	758,348,886	428,305,444	-
payable
Trade and other	8,878,495,638	8,878,495,638	8,878,495,638	-	-
payables
	17,366,896,106	18,222,548,716	16,066,918,894	1,877,135,450	278,494,372

266

ANNUAL REPORT 2025

The following are the contractual maturities of financial liabilities as at 31 December 2024:

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Less than one year
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One to five years
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More than five years
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			Rupees
Lease Liabilities	518,845,818	563,367,070	235,495,069	327,872,001	-
Unclaimed Dividend	30,322,411	30,322,411	30,322,411	-	-
Short term borrowings	2,675,152,048	2,675,152,048	2,675,152,048	-	-
from fnancial
institutions - secured
Mark-up accrued on	9,395,836	9,395,836	9,395,836	-	-
short term borrowings
- secured
		1,461,010	1,461,010	-	-
Derivative fnancial	1,461,010
instruments
Other long term	1,903,507,615	2,866,540,636	912,128,579	1,954,412,057	-
payable
Trade and other	7,313,545,276	7,313,545,276	7,313,545,276	-	-
payables
	12,452,230,014	13,459,784,287	11,177,500,229	2,282,284,058	-

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows:

The aging of contract assets - secured at the reporting date is: (17) (16.1) Interest free loans to employees Contract Assets Trade debts Trade deposits Loans to related parties Other receivables Short term investment Bank balances The aging of trade debts at the reporting date is: Not Past Due Past due 0-90 days Past due 91-180 days Past due 181-270 days Past due 271-360 days Past due 361 days and above Unbilled revenue 0 - 90 days 91 - 180 days 181 - 270 days 271 - 365 days One year and above Note Note		836,206,517 13,979,755,610 17,575,804,426 2,069,929,404 316,448,700 940,741,189 549,339,559 13,354,145,942 49,622,371,347 15,243,026,901 1,792,643,984 353,901,781 258,679,225 133,201,732 150,623,421 17,932,077,044 7,814,974,529 1,849,262,078 1,115,559,606 580,633,132 941,244,352 12,301,673,697 859,804,039 9,453,109,283 17,570,516,867 1,051,409,756 227,556,284 56,707,591 177,382,800 7,730,408,347 37,126,894,967 14,684,500,616 2,120,106,405 423,768,283 358,300,845 165,559,939 399,731,170 18,151,967,258 6,067,091,278 903,261,410 1,029,447,066 321,879,392 766,644,831 9,088,323,977 2025 2025 2024 2024 Rupees Rupees

As at year end, 33.35% of revenue (2024: 32.03%) was represented by two customer (2024: two customer) amounting to Rs 26,813.32 million (2024: Rs 21,614.14 million). The management believes that the Group is not exposed to customer concentration risk as one of the major customers representing 15.93% of the Group revenue is a related party.

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49.4

Fair values of financial assets and liabilities

Fair value of available-for-sale financial assets is derived from quoted market prices in active markets, if available.

The carrying values of other financial assets and financial liabilities reflected in financial statements approximate their fair values. Fair value is determined on the basis of objective evidence at each reporting date.

49.5 Financial instruments by categories

Assets as per statement of fnancial position Long term receivable Interest free loans to employees Contract Assets Trade debts Loans to related parties Other receivables Security deposits Short term investments Derivative fnancial instruments Cash and bank balances Long term deposits Trade deposits and prepayments Assets as per statement of fnancial position Long term receivable Interest free loans to employees Contract Assets Trade debts Loans to related parties Other receivables Security deposits Interest accrued Short term investments Cash and bank balances Long term deposits Trade deposits and prepayments - - - - - - - 4,892,325,673 10,986,607 - - - 4,903,312,280 - - - - - - - - 2,764,394,367 - - - 2,764,394,367 Financial assets at fair value through proft or loss Financial assets at fair value through proft or loss Liabilities as per statement of fnancial position Lease liabilities Other long term liability - unsecured Mark-up accrued on short term borrowings Short term borrowings Unclaimed Dividend Trade and other payables Long term advances	Financial assets at fair value through proft or loss	672,398,147 836,206,517 13,979,755,610 17,575,804,426 316,448,700 940,741,189 1,414,719,647 549,339,559 - 13,504,721,300 655,209,757 2,287,618,430 672,398,147 836,206,517 13,979,755,610 17,575,804,426 316,448,700 940,741,189 1,414,719,647 5,441,665,232 10,986,607 13,504,721,300 655,209,757 2,287,618,430 Financial assets at amortized cost Total 2025 Rupees
	- - - - - - - 4,892,325,673 10,986,607 - - -
	4,903,312,280	52,732,963,282 57,636,275,562
	Financial assets at fair value through proft or loss	931,928,616 859,804,039 9,453,109,283 17,570,516,867 279,896,630 56,707,591 565,825,309 - 177,382,800 7,820,717,667 485,584,447 1,443,037,626 931,928,616 859,804,039 9,453,109,283 17,570,516,867 279,896,630 56,707,591 565,825,309 - 2,941,777,167 7,820,717,667 485,584,447 1,443,037,626 Financial assets at amortized cost Total 2024 Rupees
	- - - - - - - - 2,764,394,367 - - -
	2,764,394,367	39,644,510,875 42,408,905,242
		1,308,045,277 1,186,654,330 18,456,225 5,956,002,054 37,698,807 8,878,495,638 6,302,660 518,845,818 1,903,507,615 9,395,836 2,684,547,884 30,322,411 7,313,545,276 14,754,443 2025 Financial liabilities at amortized cost 2024 Financial liabilities at amortized cost
		17,391,654,991 12,474,919,283

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49.6

Fair value hierarchy

The carrying value of all financial assets and liabilities reflected in the financial statements approximate their fair values. The table below analyses financial instruments carried at fair value by valuation method. The different level have been defined as follows:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable either, directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

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As at 31 December 2025 Fair value through other comprehensive income - Long term investments Fair value through proft and loss - Mutual Fund units - Derivative fnancial instruments As at 31 December 2024 Fair value through proft and loss - Mutual Fund units - Derivative fnancial instruments		- 4,892,325,673 - - - 10,986,607 Rupees
			17,375,405 - - 17,375,405 4,892,325,673 10,986,607
		4,892,325,673 10,986,607	17,375,405 4,920,687,685
		2,764,394,367 - - 1,461,010	- - - 2,764,394,367 1,461,010
		2,764,394,367 1,461,010	2,765,855,377

There were no transfers between Level 1, Level 2 and Level 3 during 2025 and 2024.

Refer note 8.4 for disclosure of assumptions and inputs used in the valuation of level 3 financial instruments

Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. A change of 1% in value arrived at reporting date would have no effect on the profit or loss.

49.7 Capital risk management

The Group’s policy is to safeguard the Group’s ability to remain as a going concern and ensure a strong capital base in order to maintain investors’, creditors’ and market’s confidence and to sustain future development of the business. The Board of Directors monitors the returns on capital, which the group defines as net operating income divided by total shareholders’ equity. The Group’s objectives when managing is:

1. to safeguard the group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

2. to provide an adequate return to shareholders by pricing products.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares.

Consistent with the industry norms, the Group monitors its capital on the basis of gearing ratio. The ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings as shown in the balance sheet less cash and cash equivalent. Total capital is calculated as ‘equity’ as shown in the balance sheet plus net debt (as defined above).

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Lease Liabilities Other long term liability - unsecured Trade and other payables Short term borrowings from fnancial institutions - secured Mark-up accrued on short term borrowings - secured Less: Cash and cash equivalents Net debt Total capital Capital and net debt Capital gearing ratio e debt - to- equity ratio as to 31 December is as follows	2025 Rupees 1,308,045,277 1,186,654,330 8,878,495,638 5,956,002,054 18,456,225 (9,802,742,972)	2024
		518,845,818 2,622,148,720 7,313,545,276 2,675,152,048 9,395,836 (5,513,595,454) 7,625,492,244 38,730,665,656 46,356,157,900 16.45%
	7,544,910,552 48,578,822,517
	56,123,733,069
	13.44%

The debt - to- equity ratio as to 31 December is as follows

In accordance with the terms of agreement with the lenders of short term borrowing facilities (as disclosed in note 30 to these consolidated financial statements), the Group is required to comply with financial covenants. The Group has complied with these covenants throughout the reporting period.

50. Shariah screening disclosure

Short term borrowings - secured Short term investments Cash and bank balances Mark-up paid Revenue from contracts with customers - net Other income - Proft on deposit accounts - Proft on term deposit receipts and sukuks - Income on mutual funds - Gain on derivates fnancial instruments - Exchange gain / (loss) - Gain on disposal of property and equipment - Interest income from related parties - Liabilities written back - Others - Mark-up on short term borrowings	Rupees 3,921,802,811 471,956,759 7,758,559,525 3,920,572 - 21,193,715 28,196,336 - - - - 29,282,653 - 1,475,135 1,575,410,884 - 5,866,315,948 71,858,312 - 88,464,629 1,890,592 - 4,158,084 - - 44,991,852 - - 59,303,314 2,034,199,243 4,969,708,473 5,595,586,417 42,303,101 80,391,884,594 63,402,393 11,451,677 205,458,464 12,447,617 271,117,027 30,137,197 - 25,803,324 80,398,376 47,155,540 1,099,741,164 2,941,777,167 1,864,092,399 78,369,398 67,473,021,160 26,577,975 42,593,263 220,787,150 15,326,054 (264,477,256) 11,958,618 - 289,659,309 49,893,147 78,369,398 2025 2024 Conventional Conventional Shariah compliant Shariah compliant	2024

Relationship with Shariah–compliant financial institutions

The Group has relationships with banks, having Islamic window of operations, in respect of bank balances amounting to Rs 5,821.07 million (2024:Rs 1,864.09 million) and availed borrowing facilities amounting to Rs 2,034.19 million (2024: Rs 1,099.74 million). The Group also has relationships with Shariah compliant financial institutions, Asset Management Companies (AMCs), in respect of investment in mutual funds amounting to Rs 4,969.7 million (2024: Rs 2,941.77 million).

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51. Number of employees

Total number of employees at the end of the year were as follows: Regular Contractual Average number of employees during the year were as follows: Regular Contractual	7,249 1,022 8,271 6,967 1,194 8,161 6,632 1,335 7,967 6,176 1,474 7,650 2021 Rupees 2025 2024 Rupees	7,249 1,022 8,271 6,967 1,194 8,161 6,632 1,335 7,967 6,176 1,474 7,650 2021 Rupees 2025 2024 Rupees
		6,632 1,335 7,967 6,176 1,474 7,650

52. Subsequent events

Subsequent events after the reporting date other than those mentioned else where in these financial statements are as follows:

• 52.1 The Board of Directors of the Company, in its meeting held on December 5, 2025, approved a proposal for the acquisition of Confiz Limited through a Scheme of Amalgamation under the applicable provisions of the Companies Act, 2017. The proposed transaction is to be effected through a share swap arrangement, whereby shareholders of the target company will be issued ordinary shares of the Company in accordance with the share exchange ratio specified in the approved scheme.

Pursuant to the said proposal, the Company obtained an initial order from the Honorable Court on January 26, 2026 directing the convening of a meeting of shareholders to consider and approve the proposed Scheme of Amalgamation. Accordingly, an Extraordinary General Meeting (EOGM) of the shareholders was held on February 27, 2026, in which the Scheme of Amalgamation was approved by the requisite majority.

As per the approved Scheme of Amalgamation, upon the scheme becoming effective and subject to final sanction of the Honorable Court which is still pending and completion of other regulatory formalities, all assets, liabilities and obligations of Confiz shall stand merged with, transferred to, vested in and be assumed by the Company from January 1, 2026, following which the Company will continue as the surviving entity.

As the shareholder approval and related court proceedings occurred after December 31, 2025 and do not provide evidence of conditions that existed at the reporting date, the proposed amalgamation represents a non-adjusting event after the reporting period in accordance with IAS 10. Accordingly, no adjustment has been made in these financial statements.

• 52.2 The Board of Directors in their meeting held on April 6, 2026 have proposed a final cash dividend for the year ended December 31, 2025 of Rs 2 (2024: Rs 6 pre split) per share for approval of the members at the Annual General Meeting to be held on May 11, 2026. These financial statements for the year ended December 31, 2025 do not include the effect of this appropriation.

53. Date of authorization for issue

These consolidated financial statements were authorized for issue on April 6, 2026 by the Board of Directors of the Holding Company.

54.

Corresponding figures

Corresponding figures have been re-arranged, wherever necessary, for the purposes of comparison and better presentation as per reporting framework. However, no significant re-arrangement / reclassifications have been made in these consolidated financial statements except for

• Accrued markup on borrowings previously shown as a separate line item on the face of statement of 9,395,836 financial position is now classified within “Short term borrowings from financial institutions - secured”

• • Unwinding of discount on employee loans previously included in “Other Income” is now classified to “Salaries, allowances and amenities” within cost of sales where amortization of deferred employee benefits is recognized as follows:

• Cost of revenue 122,019,708 • Withholding income tax payable previously net off in “Income tax refunds due from the government” ‘is now classified to “Withholding income tax payable” under “Trade and other payables” 96,571,971

55.

General

Figures have been rounded off to the nearest of rupees, unless otherwise stated.

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(CHAIRMAN)

(CHIEF EXECUTIVE OFFICER)

(CHIEF FINANCIAL OFFICER)

271

ANNUAL REPORT 2025

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Form of Proxy 49[th] Annual General Meeting

I/We ___ son / daughter of Mr._ a member of Systems Limited (the “Company”) and holder of _ number of shares as per registered folio no. __ do hereby appoint Mr. / Ms. __ son / daughter of Mr._ or failing him / her Mr. / Ms. __ son / daughter of Mr. ___ who is also a member of the Company vide registered folio no. ____ as my / our proxy to attend, speak and vote for me / us and on my / our behalf at the Annual General Meeting of the Company to be held on May 11th, 2026 at 11:00 a.m. at Head Office of the company and at any adjournments thereof.

IN WITNESS WHEREOF signed on this the _ day of ___ 2026

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Member’s Name:
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Affix Revenue
Stamp
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WITNESSES:

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1 2
Name: Name:
Address: Address:
CNIC CNIC
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NOTES

1. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend and vote his/her behalf. Proxies in order to be effective must be received at the Registered Office of the Company not less than 48 hours before the meeting.

2. The instrument appointing a proxy should be signed by the member or by his attorney duly authorized in writing. If a member is a corporation, its common seal should be affixed to the instrument

ANNUAL REPORT 2025 274

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Affix
Correct
Postage
The Company Secretary
Systems Limited
E-1, Sehjpal Near DHA Pha s e-VIII
(Ex-Air Avenue), Lahore Cantt.
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