Scheme of Arrangement Leads to Restructuring of Engro Holdings Limited

Karachi: DH Partners Limited has undergone significant structural changes following the approval of a Scheme of Arrangement by the Islamabad High Court. The financial year ending December 31, 2024, marked a transitional phase for the Company as it prepared for its eventual listing on the Pakistan Stock Exchange.

On July 18, 2024, the Islamabad High Court sanctioned a Scheme of Arrangement involving DH Partners Limited, Engro Holdings Limited (EHL), and Engro Corporation Limited (ECL). The scheme, effective from January 1, 2025, stipulates that EHL would be demerged into two separate legal entities. Consequently, all assets, liabilities, and obligations of EHL, excluding its investment in ECL shares, were transferred to DH Partners Limited. In exchange, DH Partners issued its shares to EHL’s existing shareholders proportional to their holdings.

The financial implications of this arrangement resulted in the transfer of EHL's assets amounting to PKR 16,941 million and liabilities worth PKR 6,879 million to DH Partners. These developments were formalized following shareholder approval in a meeting conducted on June 26, 2024, and became operative at the start of 2025.

Following the completion of the restructuring, DH Partners Limited announced its listing on the Pakistan Stock Exchange on February 3, 2025. According to information available from the Pakistan Stock Exchange (PSX), this listing marks a new chapter for the Company as it navigates the public market.

For the financial year 2024, DH Partners Limited reported a net loss after taxation of PKR 2.8 million, reflecting preliminary expenses incurred during the restructuring process. The loss per share for this period was PKR 28.43. These figures underscore the transitional nature of the Company’s operations during the reported period.

The Company’s audit committee has recommended the reappointment of A.F. Ferguson and Co., Chartered Accountants, as auditors for the year ending December 31, 2025. The Board has endorsed this recommendation, reflecting confidence in the firm’s auditing capabilities.

Throughout the restructuring, DH Partners has acknowledged the support from its shareholders and financial institutions. The Board expressed gratitude for the continued confidence and cooperation from all stakeholders, pledging a commitment to safeguard their interests amid ongoing corporate developments.