You are on page 1of 26

Engro Chemical Pakistan Ltd.

First Quarter 2007 Report to the Shareholders


On behalf of the Board of Directors of Engro Chemical Pakistan Limited, we are pleased to present the un-audited
accounts for the first quarter ended March 31, 2007.

The overall industry demand for urea declined by 36% from 1.34 million tons in first quarter 2006 to 0.865 million
tons in the same period of 2007 due to high carryover dealer inventory and excessive rains in February 2007. In
line with industry, our urea sales (including imported urea) declined to 141,000 tons, down by 45% over same
period last year. Our market share for own manufactured urea during this quarter was 16% vs. 20% in the same
period last year. The plant produced 257,000 tons which was a new record for any first quarter and 6% higher
than the same period last year.

The sale of own manufactured compound fertilizers (including Zarkhez & Engro NP) was significantly higher at
38,000 tons vs 21,000 tons for the same period last year mainly due to tight demand supply situation of
phosphatic fertilizers. Production stood at 28,000 tons vs 35,000 tons in the first quarter of last year. The
Company sold 1,000 tons of phosphatic fertilizers compared to 19,000 tons in the first quarter last year due to
non-availability of product caused by the uncertainty regarding Government subsidy. With the Government
subsidy issue resolved, we expect to make up on phosphate sales in the remaining part of the year.

The net profit for first quarter was Rs. 323 million compared to Rs. 471 million for the same period of 2006.
Decrease in earnings is mainly attributable to lower urea off take.

The Company has finalized and awarded the engineering, procurement and construction contracts for setting up
a World Scale Ammonia Urea Plant in Daharki. Work on financial close is continuing and is expected to be
completed by third quarter, 2007.

Engro Foods Limited continued with its growth plans. Seventeen towns have been added in distribution coverage
taking the total to seventy five. Work towards further capacity expansion in Sukkur and construction of new plant
in Sahiwal is on track. Engro Foods Limited turnover was Rs. 700 million during the first quarter of 2007.

All our other subsidiaries and joint ventures, i.e., Engro Vopak Terminal Limited, Engro Asahi Polymer and
Chemicals Limited and Engro Innovative Automation (Private) Limited performed in line with our expectations.
Engro Asahi has started work on its expansion and back integration project while Engro Energy continues to make
progress on its main contracts and financial close.

Going forward, we expect urea demand to pick up and the higher production achieved in the first quarter will help
boost urea sales in the second half of the year.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

Karachi
April 25, 2007

1
Unconsolidated Condensed Interim Balance Sheet
as at March 31, 2007
(Amounts in thousand) Unaudited Audited
Note March 31, December 31,
2007 2006
Rupees

SHARE CAPITAL AND RESERVES

Share capital
Authorised
200,000,000 Ordinary shares of Rs. 10 each 2,000,000 2,000,000

Issued, subscribed and paid-up


168,234,087 Ordinary shares of Rs. 10 each 1,682,340 1,682,340

Reserves
Share premium 1,068,369 1,068,369
Revenue 4,429,240 4,429,240
Unappropriated profit 2,008,902 2,190,148

7,506,511 7,687,757

9,188,851 9,370,097

NON CURRENT LIABILITIES

Redeemable capital 6 4,684,436 1,800,000


Deferred taxation 1,122,227 1,127,139
Retirement and other service benefits 28,446 41,165

5,835,109 2,968,304

CURRENT LIABILITIES

Current portion of:


- redeemable capital 1,087,500 1,087,500
- liability against asset subject to finance lease 1,753 2,321
- other service benefits 19,372 16,477
Short term borrowings 7 2,572,877 1,299,961
Trade and other payables 8 1,193,042 1,081,745
Taxation 75,375 72,051
Unclaimed dividends 67,360 82,360

5,017,279 3,642,415

CONTINGENCIES AND COMMITMENTS 9

20,041,239 15,980,816

2
(Amounts in thousand)

Unaudited Audited
Note March 30, December 31,
2007 2006
Rupees
FIXED ASSETS

Property, plant and equipment 10 6,570,628 6,557,603


Intangible assets 116,868 18,062

6,687,496 6,575,665

LONG TERM INVESTMENTS 11 4,001,196 3,657,596

LONG TERM LOANS, ADVANCES AND


OTHER RECEIVABLES 55,406 63,109

CURRENT ASSETS

Stores, spares and loose tools 729,708 688,568


Stock-in-trade 12 1,900,637 923,448
Trade debts 13 589,143 623,349
Loans, advances, deposits and prepayments 444,102 416,758
Other receivables and other assets 14 996,998 998,565
Short term investments 234,562 228,518
Cash and bank balances 4,401,991 1,805,240

9,297,141 5,684,446

20,041,239 15,980,816

The annexed notes 1 to 22 are an integral part of these unconsolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

3
Unconsolidated Condensed Interim
Profit and Loss Account (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand except for earnings per share)
Note March 31, March 31,
2007 2006
Rupees

Net sales 1,918,064 2,928,261


Less: Cost of sales 15 1,215,545 1,964,398

GROSS PROFIT 702,519 963,863

Less: Selling and distribution expenses 16 229,476 290,672

473,043 673,191

Add: Other income 142,036 176,930

615,079 850,121

Less: Finance cost and other charges 105,712 128,021


Workers , Welfare Fund 10,434 11,709
,
Workers Profits Participation Fund 25,468 36,105

141,614 175,835

PROFIT BEFORE TAXATION 473,465 674,286

Less: Taxation:
- Current 17 154,921 206,128
- Deferred (4,912) (3,328)

150,009 202,800

PROFIT AFTER TAXATION 323,456 471,486

(Restated)

Earnings per share - Basic and diluted 18 1.92 2.92

Appropriations have been reflected in the statement of changes in equity.

The annexed notes 1 to 22 are an integral part of these unconsolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

4
Unconsolidated Condensed Interim
Statement of Changes in Equity (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand)
Share Reserves Total
Capital Share Revenue Unappropriated
Premium Profit

Rupees

Balance as at January 1, 2006 1,529,400 - 4,429,240 1,416,926 7,375,566

Final dividend for the year ended


December 31, 2005 @ Rs. 5.00
per share - - - (764,700) (764,700)

Net profit and total recognised


income and expense for the three
months period ended March 31, 2006 - - - 471,486 471,486

Balance as at March 31, 2006 1,529,400 - 4,429,240 1,123,712 7,082,352

Right Share Issue in ratio of 1 for every 10 shares


@ Rs. 80 per share (including share
premium net of share issue expenses) 152,940 1,068,369 - - 1,221,309

Net profit and total recognised


income and expense for the nine months
period ended December 31, 2006 - - - 2,075,840 2,075,840

1st Interim Dividend 2006


@ Rs. 3.00 per share - - - (504,702) (504,702)

2nd Interim Dividend 2006


@ Rs. 3.00 per share - - - (504,702) (504,702)

Balance as at December 31, 2006 /


January 1, 2007 (audited) 1,682,340 1,068,369 4,429,240 2,190,148 9,370,097

Final Dividend for the year ended


December 31, 2006
@ Rs. 3.00 per share - - - (504,702) (504,702)

Net profit and total recognised


income and expense for the three
months period ended March 31, 2007 - - - 323,456 323,456

Balance as at March 31, 2007 (unaudited) 1,682,340 1,068,369 4,429,240 2,008,902 9,188,851

The annexed notes 1 to 22 are an integral part of these unconsolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

5
Unconsolidated Condensed Interim
Cash Flow Statement (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand)

Note March 31, March 31,


2007 2006
Rupees
CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations 19 (242,074) (28,509)


Retirement and other service benefits paid (26,051) (32,148)
Payment of finance cost (131,585) (137,438)
Taxes paid (151,597) (153,657)
Long term loans and advances (net) 7,703 3,489

Net cash outflow from operating activities (543,604) (348,263)

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditure (270,612) (34,328)


Sales proceeds on disposal of properly, plant and equipment 1,964 1,860
Investment in subsidiary companies (397,000) (251,800)
Income on deposits / other financial assets 36,430 24,097
Dividends received 138,535 241,250

Net cash outflow from investing activities (490,683) (18,921)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of finance lease obligation (568) (536)


Repayment of redeemable capital (400,000) -
Proceeds from redeemable capital 3,284,436 -
Dividends paid (519,702) (554,678)

Net cash inflow / (outflow) from financing activities 2,364,166 (555,214)

Net increase / (decrease) in cash and cash equivalents 1,329,879 (922,398)

Cash and cash equivalents at the beginning of the period 733,797 1,280,501

Cash and cash equivalents at the end of the period 20 2,063,676 358,103

The annexed notes 1 to 22 are an integral part of these unconsolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President & Chief Executive

6
Notes to the Unconsolidated Condensed Interim
Financial Statements (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand)

1. Engro Chemical Pakistan Limited (the Company) is a public listed company incorporated in Pakistan. The principal activity of the
Company is manufacturing, purchasing and marketing of fertilizers. The Company has also invested in joint ventures / other
entities engaged in chemical related activities, industrial automation, food and energy businesses.

2. The accounting policies adopted by the Company in the preparation of these unconsolidated condensed interim financial statements
are the same as those for the preceeding annual unconsolidated financial statements for the year ended December 31, 2006.

3. These unconsolidated interim financial statements have been presented in condensed form in accordance with the requirements
of International Financial Reporting Standard (IFRS) IAS 34 - Interim Financial Reporting.
These unconsolidated condensed interim financial statements are unaudited and are being submitted to the shareholders as
required by Section 245 of the Companies Ordinance, 1984.

4. The preparation of these unconsolidated condensed interim financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these estimates.
In preparing these unconsolidated condensed interim financial statements, the significant judgements made by the management
in applying accounting policies, key estimates and uncertainty includes:
- Residual value and useful life estimation of fixed assets.
- Taxation.
- Fair values of financial assets and liabilities.

5. The Company's fertilizer business is subject to seasonal fluctuations as a result of two different farming seasons viz,. Rabi (from
October to March) and Kharif (from April to September). On an average urea and phosphatic fertilizers sales are more tilited
towards Rabi season. The Company manages seasonality in the business through appropriate inventory management.

6. REDEEMABLE CAPITAL

During the year the Company has entered into long term finance agreements with Habib Bank Limited and Allied Bank Limited
amounting to Rs. 1 billion and Rs. 2 billion respectively for a period of seven years with a three year grace period. The mark-up
is chargeable at the rate of 1.75% over six months KIBOR. These facilities are secured by an equitable mortgage upon the
immovable property located at Daharki and floating charge over current and future fixed assets of the Company.

7. SHORT TERM BORROWINGS

This includes short term foreign exchange import loans of USD 41,976 obtained to fund the Letter of Credit payment relating to
Urea Expansion Project. These loans carry mark-up at rates of 1.75% over six months LIBOR. These facilities are secured by a
floating charge over current and future fixed assets and long term investments of the Company.
The facility for short term finance available from various banks amounts to Rs. 3,000,000 (2006 Rs. 3,000,000). The rates of
mark-up ranges from 10.2% to 11.5% (2006: 10.07% to 11.53%) and the facilities are secured by floating charge upon all current
and future moveable properties of the Company.

8. TRADE AND OTHER PAYABLES


Unaudited Audited
March 31, December 31,
2007 2006
Rupees
Creditors 707,456 508,859
Accrued liabilities 201,098 341,516
Payable to funds 10,483 -
Payable to defined contribution pension fund 3,601 3,764
Advances from customers 58,674 40,253
Finance cost accrued on secured:
- redeemable capital 26,416 54,895
- short term borrowings 35,894 33,288
Deposits from dealers refundable on
termination of dealership 10,273 10,222
Contractors , deposits and retentions 7,463 5,618
Workers , profits participation fund 25,468 -
Workers, welfare fund 80,650 70,216
Others 25,566 13,114

1,193,042 1,081,745

7
(Amounts in thousand)

9. CONTINGENCIES AND COMMITMENTS

Contingencies

9.1 Claims, including pending lawsuits, against the Company not acknowledged as debts amounted to Rs. 27,911
(2006: Rs. 48,911).

9.2 Corporate guarantees of Rs. 273,650 (2006: 304,732) have been issued in favour of subsidiary companies.

9.3 Performance guarantees of Rs. 670,500 (2006: 670,500) have been issued in favour of third parties, including Rs. 605,000 in
favour of Ministry of Industries, Government of Pakistan (GoP) for participating in bidding for gas allocation.

9.4 The Company is contesting the penalty of Rs. 99,936, paid and expensed in 1997, imposed by the State Bank of Pakistan (SBP)
for alleged late payment of foreign exchange risk cover fee on long term loans and has filed a suit in the High Court of Sindh. A
partial refund of Rs. 62,618 was however, recovered in 1999 from SBP and the recovery of the balance amount is dependent on
Court's decision.

9.5 The Company had commenced two separate arbitration proceedings against the Government of Pakistan for non-payment of
marketing incidentals relating to the years 1983-84 and 1985-86. The sole arbitrator in the second case has awarded the
Company Rs. 47,800 and it is hoped that the award for the earlier years will be announced shortly. The award for the second
arbitration has not been recognized due to inherent uncertainties arising from its challenge in the High Court.

Unaudited Audited
March 31, December 31,
Commitments 2007 2006
Rupees
9.6 Plant and machinery 35,096,414 74,795

9.7 Capital Commitment for future rights for Gas Utilisation - 101,000

9.8 Commitment to subscribe 2,700,000 shares of Engro Energy (Private) Limited. - 27,000

10. PROPERTY, PLANT AND EQUIPMENT

10.1 Additions to fixed assets including intangible assets during the period amounted to Rs. 137,968 (2006: Rs. 644,568) and
deletions at cost therefrom were Rs. 4,453 (2006: Rs. 65,082).

10.2 The Collector of Customs had disallowed exemption from custom duty and sales tax amounting to Rs. 48,236 in prior years in
respect of the first catalyst and other items being part and parcel of the expansion plant on the contention that these items do
not fall under the definition of "plant and machinery" which is exempt under the relevant SRO. The Company challenged the
Department's contention through a constitutional petition in the High Court of Sindh which stayed the recovery of the amount
claimed and in December 1994 decided the petition in favour of the Company. The Department filed an appeal in the Supreme
Court. During the 2nd quarter 2005, the Supreme Court of Pakistan dismissed the appeal and upheld the Sindh High Court
judgment in Company's favour. Payments totaling Rs. 22,207 made to the Department during the pendency of the petition in the
High Court of Sindh on their contention that the stay order had expired, are now refundable to the Company, for which an
application has been filed with the Department.

10.3 This includes Urea Expansion Project related Capital work-in-progress amounting to Rs. 225,965 (2006: Rs. 64,704).

8
(Amounts in thousand)

Unaudited Audited
11. LONG TERM INVESTMENT March 31, December 31,
2007 2006
Unquoted Rupees

Subsidiaries - at cost Equity % Held

Engro Eximp (Private) Limited 100% 100 100


Engro Management Services (Private) Limited 100% 2,500 2,500
Engro Innovative Automation (Private) Limited
formerly Innovative Automation & Engineering
(Private) Limited 51% 81,957 81,957
Engro Foods Limited: 100%
- Paid-up Share Capital 1,500,000 1,000,000
- Advance against issue of share capital 402,500 602,500
Engro Energy (Private) Limited: 100%
- Paid-up share capital 125,000 15,000
- Advance against issue of share capital 70,000 83,000
Engro Asahi Polymer & Chemicals Limited 80% 1,364,139 1,417,539

3,546,196 3,202,596
Joint Venture - at cost
Engro Vopak Terminal Limited 50% 450,000 450,000

Others - at cost

Arabian Sea Country Club Limited 5,000 5,000


Agrimall (Private) Limited (note 11.1) - -

4,001,196 3,657,596

11.1 This represents the Company's share in the paid-up share capital of Agrimall (Private) Limited transferred free of cost to the
Company under a joint venture agreement.
Unaudited Audited
March 31, December 31,
2007 2006
12. STOCK-IN-TRADE Rupees

Raw Materials 378,042 323,306


Work-in-process 960 3,644

Finished goods - own manufactured product 646,945 163,202


- purchased product 874,690 433,296

1,521,635 596,498

1,900,637 923,448

13. TRADE DEBTS

Considered good 589,143 623,349


Considered doubtful 7,923 7,923

597,066 631,272

Less: Provision for doubtful debts (7,923) (7,923)

589,143 623,349

14. OTHER RECEIVABLES AND OTHER ASSETS

14.1 Other receivables include Rs. 336,446 (2006: Rs. 645, 248) on account of compensation for mandatory reduction in sales price
by the Government of Pakistan on phosphatic and potassic fertilizer inventory during 2006.

14.2 During the first quarter, the Company had entered into two seperate options contracts costing Rs. 352 million for a tenure of 6
months to mitigate currency risk. The cumulative notional amount is Euros 335.62 million representing the anticipated outflows
for the Urea Expansion Project. The structure of both contracts encapsulates both call and put features so as to provide
protection while also offering participation to the Company. The fair value of these options amounted to Rs. 346 million.
9
(Amounts in thousand)

March 31, March 31,


2007 2006
15. COST OF SALES Rupees

Raw materials consumed 688,081 734,074


Salaries, wages and staff welfare 159,688 133,669
Fuel and power 522,876 480,284
Repairs and maintenance 42,964 33,498
Depreciation 151,887 147,678
Consumable stores 22,850 17,669
Staff recruitment, training, safety and other expenses 12,029 6,684
Purchased services 28,151 19,445
Travel 3,884 6,422
Communication, stationery and other office expenses 5,356 6,931
Insurance 19,065 13,296
Rent, rates and taxes 2,146 2,031
Other expenses 8,883 9,025

Manufacturing Cost 1,667,860 1,610,706

Add : Opening stock of work-in-process 3,644 1,032


Less : Closing stock of work-in-process 960 2,010

2,684 (978)

Cost of goods manufactured 1,670,544 1,609,728

Add : Opening stock of finished goods manufactured 163,202 318,675


Less : Closing stock of finished goods manufactured 646,945 523,149

(483,743) (204,474)

Cost of goods sold - own manufactured product 1,186,801 1,405,254


- purchased product 28,744 559,144

1,215,545 1,964,398

16. SELLING AND DISTRIBUTION EXPENSES

Salaries, wages and staff welfare 57,268 50,918


Staff recruitment, training, safety and other expenses 4,434 4,389
Product transportation and handling 115,469 185,383
Repairs and maintenance 2,392 5,063
Advertising and sales promotion 10,862 8,534
Rent, rates and taxes 13,718 9,986
Communication, stationery and other office expenses 4,737 4,602
Travel 4,373 5,634
Depreciation / amortization 5,500 5,649
Purchased services 939 2,314
Other expenses 9,784 8,200

229,476 290,672

10
(Amounts in thousand)

17. TAXATION

The Company has filed tax returns up to income year 2005. All assessments up to income year 2002 have been finalized by the
Department and appealed against. For income years June 1995 and June 1996, assessments were set-aside by the
Commissioner (Appeals) which was maintained by the Income Tax Appellate Tribunal (ITAT). The Department is currently
conducting hearings on these set-asides. The appeals for income years ended June 1997, December 1997 and December 1998
have been decided in favour of the Company by the appellate authorities. For December 1998, the Company has received
favourable decision from the Commissioner (Appeals) on the issue of incorporating correct turnover numbers in the assessment.
For June 1997 and December 1997 the Company has filed an appeal before ITAT on grounds of error in calculation of
depreciation which it believes to be an error of fact and should be rectified.
For income years December 1999 to December 2002, the Company is in Appeal with ITAT on the most important contentious
issue of apportionment of gross profit and selling and distribution expenses. The Company has also filed reference with
Alternative Dispute Resolution Committee (ADRC) of the Central Board of Revenue (CBR) on the issue of apportionment of
gross profit and selling and distribution expenses for these four years which is currently in progress.
For these four years, the Department has also filed appeals with ITAT on certain issues which were decided in favour of the
Company by the Commissioner (Appeals). For income years December 2003, December 2004 and December 2005, income
tax returns have been filed under self assessment schemes. The management is confident that all pending issues will be
ultimately resolved without any additional liability.

18. EARNINGS PER SHARE March 31, March 31,


2007 2006
Rupees
There is no dilutive effect on the basic earnings per share of the Company, which is based on:

Profit after taxation 323,456 471,486

(Restated)

Weighted average number of Ordinary shares - (in thousand) 168,234 161,350

19. CASH GENERATED FROM OPERATIONS

Profit before taxation 473,465 674,286

Adjustment for non-cash charges and other items:

Depreciation / Amortization 157,387 153,327


Profit on disposal of fixed assets (570) (802)
Provision for retirement and other service benefits 26,548 23,457
Income on deposits / other financial assets (45,165) (19,601)
Dividend Income (89,000) (106,250)
Finance cost 105,712 76,120
Working capital changes (note 19.1) (870,451) (829,046)

(242,074) (28,509)
19.1 Working capital changes

(Increase) / decrease in current assets

Stores, spares and loose tools (41,140) (27,685)


Stock-in-trade (977,189) (147,078)
Trade debts 34,206 182,272
Loans, advances, deposits and prepayments (27,344) 20,409
Other receivables and other assets 14,166 (89,040)

(997,301) (61,122)
Increase / (decrease) in current liabilities

Trade and other payable


including other service benefits (net) 126,850 (767,924)

(870,451) (829,046)

11
(Amounts in thousand)

March 31, March 31,


2007 2006
Rupees
20. CASH AND CASH EQUIVALENTS

Cash and bank balances 4,401,991 298,893


Short term investments 234,562 434,820
Short term borrowings (2,572,877) (375,610)

2,063,676 358,103
21. TRANSACTIONS WITH RELATED PARTIES

Associates
Purchases and services 266 7,996
Retirement benefits 22,043 18,895
Dividends paid 210,729 319,287

Joint Venture
Services rendered 286 574
Dividends income - 66,750

Subsidiaries
Services rendered 6,046 335
Purchases and services 468,263 286,771
Dividend received 143,300 39,500
Long term investment made 347,000 251,800
Markup from a subsidiary 5,225 4,275

Others
Remuneration paid to key management personnel / directors 17,314 16,403
Dividends paid 2,797 6,392

Unaudited Audited
March 31, December 31,
2007 2006
Rupees

Balances due from


- Joint Venture 148 90,080
- Subsidiaries (including subordinated loan of Rs. 190,000 to
Engro Eximp (Private) Limited, wholly owned subsidiary) 335,396 265,122

Balances due to Subsidiary 370,817 -

22. DATE OF AUTHORIZATION FOR ISSUE

These unconsolidated condensed interim financial statements were authorized for issue on April 25, 2007 by the Board of
Directors of the Company.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

12
Consolidated Financial Statements

Engro Chemical Pakistan Ltd.


and its subsidiary companies
First Quarter 2007 Report to the Shareholders -
Engro Chemical Pakistan Limited and its subsidiary
Companies
On behalf of the Board of Directors of Engro Chemical Pakistan Limited, we are pleased to present the un-
audited group consolidated accounts for the first quarter ended March 31, 2007 consists of:

Holding Company

Engro Chemical Pakistan Limited

Subsidiary companies, i.e., each of those companies in which the Holding Company owns over 50% of
voting rights.

Engro Eximp (Private) Limited (100% equity held);


Engro Management Services (Private) Limited (100% equity held);
Engro Innovative Automation (Private) Limited (51% equity held);
Engro Foods Limited (100% equity held);
Engro Energy (Private) Limited (100% equity held); and
Engro Asahi Polymer and Chemicals Limtied (80% equity held)

The un-audited group consolidated results also accounts for our share of profit in Engro Vopak Terminal
Limited, a 50% owned joint venture.

The consolidated net profit for the first quarter 2007 was Rs. 209 million compared to Rs. 415 million for the
same period last year. The primary reason for decrease in profits are lower Urea demand; operating and
pre-operating losses at Engro Foods (Private) Limited, Engro Innovative Automation (Private) Limited and
Engro Energy (Private) Limited.

Our share of the first quarter earnings from Engro Asahi was Rs. 48 million vs. Rs. 60 million in the same
period last year. During this quarter, Engro Asahi declared and paid dividends of Rs. 1.00 per share of which
our share was Rs. 89 million. Engro Foods incurred a loss of Rs. 62 million in the first quarter 2007 which
was better than their plan. Engro Innovative Automation (Private) Limited incurred net losses of Rs. 35
million for the quarter ended March 2007. Pre-operating losses at Engro Energy during the first quarter
March 2007 amounted to Rs. 27 million. Our share in Engro Vopak profit was Rs. 59 million compared to
Rs. 49 million last year.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

Karachi
April 25, 2007

13
Consolidated Condensed Interim Balance Sheet
as at March 31, 2007
(Amounts in thousand) Unaudited Audited
Note March 31, December 31,
2007 2006
Rupees

SHARE CAPITAL AND RESERVES

Share capital
Authorised
200,000,000 Ordinary shares of Rs.10 each 2,000,000 2,000,000

Issued, subscribed and paid-up 1,682,340 1,682,340

Reserves
Share premium 1,068,369 1,068,369
Revaluation reserve on business combination 195,274 197,316
Revenue 4,429,240 4,429,240
Unappropriated profit 1,566,727 1,861,933

7,259,610 7,556,858

8,941,950 9,239,198

MINORITY INTEREST 574,684 556,973

9,516,634 9,796,171
NON CURRENT LIABILITIES

Redeemable capital 6 5,630,686 2,347,500


Long term loan - 34,811
Liabilities against assets subject to finance leases 25,886 24,027
Deferred taxation 1,380,089 1,395,024
Retirement and other service benefits 50,985 59,089

7,087,646 3,860,451
CURRENT LIABILITIES

Current portion of
- redeemable capital 1,202,500 1,252,500
- long term loan 69,406 69,623
- liabilities against assets subject to finance leases 11,578 10,557
- other service benefits 19,372 24,133
Short term borrowings 7 3,615,441 2,020,372
Trade and other payables 8 3,035,357 2,894,897
Taxation 55,430 42,999
Unclaimed dividends 67,360 82,360

8,076,444 6,397,441

CONTINGENCIES AND COMMITMENTS 9

24,680,724 20,054,063

14
(Amounts in thousand)
Unaudited Audited
Note March 31, December 31,
2007 2006
Rupees

FIXED ASSETS

Property, plant and equipment 10 11,535,298 10,754,229


Intangible assets 422,582 40,158

11,957,880 10,794,387

LONG TERM INVESTMENTS 533,908 474,851

LONG TERM LOANS, ADVANCES,


DEPOSITS AND OTHER RECEIVABLES 72,478 73,965

CURRENT ASSETS

Stores, spares and loose tools 854,463 814,057


Stock-in-trade 11 2,999,692 2,303,641
Trade debts 12 1,157,118 1,169,881
Loans, advances, deposits and prepayments 611,004 355,531
Other receivables and other assets 13 1,020,891 1,391,247
Short term investments 234,562 228,518
Cash and bank balances 5,238,728 2,447,985

12,116,458 8,710,860

24,680,724 20,054,063

The annexed notes 1 to 21 are an integral part of these consolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

15
Consolidated Condensed Interim
Profit and Loss Account (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand except for earnings per share)

Note March 31, March 31,


2007 2006
Rupees

Net sales 4,189,898 3,113,947

Less: Cost of sales 14 3,152,794 2,108,962

GROSS PROFIT 1,037,104 1,004,985

Less: Selling and distribution expenses 15 595,622 417,891

441,482 587,094

Add: Other income 67,509 66,134

Less: Finance cost and other operating charges 163,877 135,129


Workers , Welfare Fund 12,286 11,709
,
Workers Profits Participation Fund 30,342 36,105

206,505 182,943

Add: Share of income from Joint Venture 59,057 109,311

PROFIT BEFORE TAXATION 361,543 579,596

Less: Taxation:
- Current 16 170,764 213,245
- Deferred (12,212) (37,614)

158,552 175,631

PROFIT AFTER TAXATION 202,991 403,965

Attributable to:
- Equity holders of Holding Company 209,496 414,725
- Minority interest (6,505) (10,760)

202,991 403,965

(Restated)

Earnings per share - Basic and diluted 17 1.25 2.57

Appropriations have been reflected in the statement of changes in equity.

The annexed notes 1 to 21 are an integral part of these consolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

16
Consolidated Condensed Interim
Statement of Changes in Equity (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand) Reserves
Share Share Revaluation Revenue Unappro- Sub Minority Total
Capital Premium reserve on priated Profit total interest
business
combination
(Rupees)
Balance as at January 1, 2006 1,529,400 - - 4,429,240 1,529,146 7,487,786 53,004 7,540,790

Final Dividend for the year ended


December 31, 2005 @ Rs.5.00
per share - - - - (764,700) (764,700) - (764,700)

Net profit and total recognised income


and expense for the three months
period ended March 31, 2006 - - - - 414,725 414,725 (10,760) 403,965

Balance as at March 31, 2006 1,529,400 - - 4,429,240 1,179,171 7,137,811 42,244 7,180,055

Rights shares issue in ratio of 1 for


every 10 shares @ Rs. 80 per share
(including share premium net of share
issue expenses) 152,940 1,068,369 - - - 1,221,309 - 1,221,309

Net profit and total recognised income


and expense for the nine months
period ended December 31, 2006 - - - - 1,692,166 1,692,166 42,711 1,734,877

Revaluation reserves on existing


holding of acquired subsidiary - - 197,316 - - 197,316 - 197,316

Total recognised income and expense


for the nine months period ended
December 31, 2006 - - 197,316 - 1,692,166 1,889,482 42,711 1,932,193

1st Interim dividend


@ Rs. 3.00 per share - - - - (504,702) (504,702) - (504,702)

2nd Interim dividend


@ Rs. 3.00 per share - - - - (504,702) (504,702) - (504,702)

Addition to minority interest due to


change in status of a joint venture
to a subsidiary company - - - - - - 491,466 491,466

Dividend pertaining to minority interest - - - - - - (19,448) (19,448)

Balance as at
December 31, 2006 /
January 1, 2007 (Audited) 1,682,340 1,068,369 197,316 4,429,240 1,861,933 9,239,198 556,973 9,796,171

Final Dividend for the year ended


December 31, 2006 @ Rs. 3.00
per share - - - - (504,702) (504,702) - (504,702)

Net profit and total recognised income


and expense for the three months
period ended March 31, 2007 - - - - 209,496 209,496 (6,505) 202,991

Dividend pertaining to minority interest - - - - - - (35,600) (35,600)

Addition to minority interest due to


acquisition of a subsidiary company - - - - - - 60,633 60,633

Amortization of revaluation surplus arising


on acquisition of a subsidiary company - - (2,042) - - (2,042) (817) (2,859)

Balance as at
March 31, 2007 (Unaudited) 1,682,340 1,068,369 195,274 4,429,240 1,566,727 8,941,950 574,684 9,516,634

The annexed notes 1 to 21 are an integral part of these consolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

17
Consolidated Condensed Interim
Cash Flow Statement (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand)
Note March 31, March 31,
2007 2006
Rupees
CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations 18 92,299 (72,310)


Retirement and other service benefits paid (38,188) (32,148)
Finance cost (168,721) (133,163)
Taxes paid (158,333) (168,445)
Long term loans and advances 1,487 (31,044)

Net cash outflow from operating activities (271,456) (437,110)

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditure (1,119,330) (286,154)


Sale proceeds on disposal of fixed assets 2,761 1,860
Income on deposits / other financial assets 45,303 19,822
Acquisition of a subsidiary net of cash acquired (226,896) -
Dividends received 90,000 66,750

Net cash outflow from investing activities (1,208,162) (197,722)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from redeemable capital 3,684,436 -


Repayment of redeemable capital (451,250) (6,250)
Liabilities against assets subject to finance leases - net 2,880 11,196
Repayment of long term loans (35,028) -
Dividends paid (519,702) (554,678)

Net cash inflow / (outflow) from financing activities 2,681,336 (549,732)

Net increase / (decrease) in cash and cash equivalents 1,201,718 (1,184,564)

Cash and cash equivalents at the beginning of the period 656,131 1,408,274

Cash and cash equivalents at the end of the period 19 1,857,849 223,710

The annexed notes 1 to 21 are an integral part of these consolidated condensed interim financial statements.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

18
Notes to the Consolidated Condensed Interim
Financial Statements (Unaudited) for the
Three Months Period ended March 31, 2007
(Amounts in thousand)

1. These consolidated condensed interim financial statements include the financial statements of Engro Chemical Pakistan Limited
(ECPL) "Holding Company" and each of those companies in which it owns over 50% of voting rights; [Engro Eximp (Private)
Limited, Engro Management Services (Private) Limited, Engro Foods Limited, Engro Energy (Private) Limited, Engro Asahi
Polymers & Chemicals Limited and Engro Innovative Automation (Private) Limited - "the Group"].

Engro Eximp (Private) Limited, Engro Management Services (Private) Limited, Engro Foods Limited and Engro Energy (Private)
Limited are wholly owned subsidiaries of ECPL while the controlling interest in Engro Asahi Polymer & Chemicals Limited is 80%
and Engro Innovative Automation (Private) Limited is 51%.

The financial statements of the subsidiary companies have been consolidated on a line by line basis. The carrying value of
investments held by ECPL is eliminated against the subsidiaries' shareholders' equity in the consolidated condensed interim
financial statements.

Minority Interest are presented as a separate item in these consolidated condensed interim financial statements. All
intercompany balances and transactions have been eliminated.

The Group's interest in jointly controlled entity, Engro Vopak Terminal Limited has been accounted for using Equity Method.

2. The accounting policies and methods of computation adopted in the preparation of these consolidated condensed interim
quarterly financial statements are the same as those for the preceding annual financial statements for the year ended December
31, 2006.

3. These consolidated condensed interim financial statements have been prepared in condensed form in accordance with the
requirements of International Financial Reporting Standard (IFRS) IAS 34 - Interim Financial Reporting.

These consolidated condensed interim financial statements are unaudited and are being submitted to the shareholders as
required by Section 245 of the Companies Ordinance, 1984.

4. The preparation of these consolidated condensed interim financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these estimates.

In preparing these consolidated condensed interim financial statements, the significant judgements made by the management in
applying accounting policies, key estimates and uncertainty includes:

- Residual value and useful life estimation of fixed assets.


- Taxation.

5. The Holding Company's fertilizer business is subject to seasonal fluctuations as a result of two different farming seasons viz.,
Rabi (from October to March) and Kharif (from April to September). On an average urea and phosphatic fertilizers sales are more
tilited towards Rabi season. The Holding Company manages seasonality in the business through appropriate inventory
management.

6. REDEEMABLE CAPITAL

During the year the Holding Company has entered into long term finance agreements with Habib Bank Limited and Allied Bank
Limited amounting to Rs. 1 billion and Rs. 2 billion respectively, for a period of seven years with a three year grace period. The
mark-up is chargeable at the rate of 1.75% over six months KIBOR. These facilities are secured by an equitable mortgage upon
the immovable property located at Daharki and floating charge over current and future fixed assets of the Holding Company.

7. SHORT TERM BORROWINGS

This includes short term foreign exchange loans of USD 41,976 obtained to fund the Letter of Credit payment relating to Urea
Expansion Project of the Holding Company. These loans carry mark-up at rates of 1.75% over six months LIBOR. These facilities
are secured by a floating charge over current and future fixed assets and long term investments of the Holding Company.

The facility for short term running finance available to the Group from various banks amounts to Rs. 4,698,000 (2006:
Rs. 4,530,000). The rates of mark-up range from 6.8% to 12.9% (2006: 6.5% to 13.6%) and the facilities are secured by floating
charge upon all current and future moveable properties of the Group.

19
(Amounts in thousand)
Unaudited Audited
March 31, December 31,
2007 2006
8. TRADE AND OTHER PAYABLES Rupees

Creditors 1,968,627 1,781,694


Accrued liabilities 559,912 701,428
Payable to defined contribution pension fund 3,601 3,764
Payable to funds 16,033 13,828
Advances from customers 152,211 110,515
Finance cost accrued on secured:
- redeemable capital and long term loans 32,974 71,545
- short term borrowings 59,649 42,245
Deposits from dealers refundable on
termination of dealership 10,273 10,647
Contractors' deposits and retentions 18,508 15,764
Workers' profits participation fund 30,624 -
Workers' welfare fund 82,610 70,216
Sales tax payable 25,166 9,961
Dividend payable to minority shareholders 35,600 19,448
Others 39,569 43,842

3,035,357 2,894,897

9. CONTINGENCIES AND COMMITMENTS

Contingencies

9.1 Claims, including pending lawsuits, against the Group not acknowledged as debts amounted to Rs. 27,911 (2006: Rs. 48,911).

9.2 Performance guarantees of Rs. 1,188,943 (2006: Rs. 1,118,443) have been issued by various banks on behalf of the Group,
including Rs. 605,000 in favour of Ministry of Industries, Government of Pakistan on behalf of the Holding Company for
participating in bidding for gas allocation.

9.3 The Group is contesting the penalty of Rs. 99,936 (2006: Rs. 99,936) paid and expensed in 1997, imposed by the State Bank
of Pakistan (SBP) for alleged late payment of foreign exchange risk cover fee on long term loans and has filed a suit in the High
Court of Sindh. A partial refund of Rs. 62,618 (2006: Rs. 62,618) was, however, recovered in 1999 from SBP and the recovery
of the balance amount is dependent on the Court's decision.

9.4 The Group had commenced two separate arbitration proceedings against the Government of Pakistan for non-payment of
marketing incidentals relating to the years 1983-84 and 1985-86 respectively. The sole arbitrator in the second case has awarded
the Group Rs. 47,800 (2006: Rs. 47,800) and it is hoped that the award for the earlier years will be announced shortly. The award
for the second arbitration has not been recognised due to inherent uncertainties arising from its challenge in the High Court.

Commitments
Unaudited Audited
March 31, December 31,
2007 2006
Rupees
9.5 Plant and machinery 36,058,026 864,433

9.6 Capital commitment for future rights for Gas utilisation - 101,000

10. PROPERTY, PLANT AND EQUIPMENT

Additions to fixed assets including intangible assets and assets acquired through acquisitions during the period amounted to Rs.
574,565 (2006: Rs. 5,623,369) and deletions at cost therefrom were Rs. 5,931 (2006: Rs. 66,924).

10.1 The Collector of Customs had disallowed exemption from custom duty and sales tax amounting to Rs. 48,236 in prior years in
respect of first catalyst and other items being part and parcel of the expansion plant on the contention that these items do not
fall under the definition of "plant and machinery" which is exempt under the relevant SRO. The Holding Company challenged the
Department's contention through a constitutional petition in the High Court of Sindh which stayed the recovery of the amount
claimed and in December 1994 decided the petition in favour of the Holding Company. The Department filed an appeal in the
Supreme Court. During the 2nd Quarter 2005, the Supreme Court of Pakistan dismissed the appeal and upheld the Sindh High
Court judgement in the Holding Company's favour. Payments totalling Rs. 22,207 made to the Department during the pendency
of the petition in the High Court of Sindh on their contention that the stay order had expired, are now refundable to the Holding
Company, for which an application has been filed with the Department.

20
(Amounts in thousand)
Unaudited Audited
March 31, December 31,
2007 2006
Rupees
11. STOCK-IN-TRADE

Raw materials 872,486 836,224


Work-in-process 18,203 23,382

Finished goods - own manufactured product 1,307,622 956,457


- purchased product 801,381 487,578
2,109,003 1,444,035
2,999,692 2,303,641

12. TRADE DEBTS

Considered good 1,157,118 1,169,881


Considered doubtful 10,094 8,651
1,167,212 1,178,532
Less: Provision for doubtful debts 10,094 8,651
1,157,118 1,169,881

13. OTHER RECEIVABLES AND OTHER ASSETS

13.1 The other receivables include Rs. 345,896 (2006: Rs. 960,492) on account of compensation for mandatory reduction in sales
price by the Government of Pakistan on phosphatic and potassic fertilizer inventory during 2006.

13.2 During the first quarter, the Company had entered into two separate options contracts costing Rs. 352 million for a tenure of 6
months to mitigate currency risk. The cumulative notional amount is Euros 335.62 million representing the anticipated outflows
for the Urea Expansion Project. The structure of both contracts encapsulates both call and put features so as to provide
protection while also offering participation to the Company. The fair value of these options amounted to Rs. 346 million.

March 31, December 31,


2007 2006
14. COST OF SALES Rupees
Raw materials consumed 2,026,359 836,518
Salaries, wages and staff welfare 271,397 137,006
Fuel and power 572,613 482,924
Repairs and maintenance 69,867 33,541
Depreciation / amortization 220,253 155,412
Consumable stores 28,009 17,669
Staff recruitment, training, safety and other expenses 13,749 6,684
Purchased services 87,188 19,445
Travel 10,668 6,727
Communication, stationery and other office expenses 11,066 7,048
Insurance 23,326 13,806
Rent, rates and taxes 4,785 2,160
Other expenses 14,359 9,377

Manufacturing Cost 3,353,639 1,728,317

Add : Opening stock of work-in-process 23,382 1,032


Less : Closing stock of work-in-process 18,203 2,010

5,179 (978)

Cost of goods manufactured 3,358,818 1,727,339

Add : Opening stock of finished goods manufactured 956,457 318,675


Less : Closing stock of finished goods manufactured 1,307,622 536,615

(351,165) (217,940)

Cost of goods sold - own manufactured product 3,007,653 1,509,399


- purchased product 40,504 532,661
- others 104,637 66,902

3,152,794 2,108,962

21
(Amounts in thousand) March 31, March 31,
2007 2006
15. SELLING AND DISTRIBUTION EXPENSES Rupees

Salaries, wages and staff welfare 172,356 96,679


Staff recruitment, training, safety and other expenses 4,434 4,389
Product transportation and handling 184,217 185,383
Repairs and maintenance 3,796 6,802
Advertising and sales promotion 102,525 76,069
Rent, rates and taxes 24,205 10,714
Communication, stationery and other office expenses 24,467 7,653
Travel 25,392 9,346
Depreciation / amortization 14,291 9,522
Purchased services 9,316 2,314
Other expenses 30,623 9,020

595,622 417,891

16. TAXATION

The Holding Company has filed tax returns up to income year 2005. All assessments up to income year 2002 have been finalized
by the Department and appealed against. For income years June 1995 and June 1996, assessments were set-aside by the
Commissioner (Appeals) which was maintained by the Income Tax Appellate Tribunal (ITAT). Department is currently conducting
hearings on this set-aside. The appeals for income years ended June 1997, December 1997 and December 1998 have been
decided in favour of the Holding Company by the appellate authorities. For December 1998, the Holding Company has received
favourable decision from the Commissioner (Appeals) on the issue of incorporating correct turnover numbers in the assessment.
For June 1997 and December 1997 the Holding Company has filed an appeal before ITAT on grounds of error in calculation of
depreciation which Holding Company believes to be an error of fact and should be rectified.

For income years December 1999 to December 2002, the Holding Company is in Appeal with ITAT on all these years on the
most important contentious issue of apportionment of gross profit and selling and distribution expenses. The Holding Company
has also filed reference with Alternative Dispute Resolution Committee (ADRC) of the Central Board of Revenue (CBR) on the
issue of apportionment of gross profit and selling and distribution expenses for these four years. CBR has constituted the
Committee which is currently in progress. For these four years, the Department has also filed appeals with ITAT on certain issues
which were decided in favour of Holding Company by the Commissioner (Appeals).

For income years December 2003, December 2004 and December 2005, income tax returns have been filed under self
assessment schemes. The Holding Company's management is confident that all pending issues will be ultimately resolved
without any additional liability.
March 31, March 31,
17. EARNINGS PER SHARE - BASIC AND DILUTED 2007 2006
Rupees
There is no dilutive effect on the basic earnings per share of the Company, which is based on:

Profit after taxation (attributable to the shareholders of the Holding Company) 209,496 414,725

(Restated)
Weighted average number of Ordinary shares (in thousand) 168,234 161,350

18. CASH GENERATED FROM OPERATIONS

Profit before taxation 361,543 579,596

Adjustment for non-cash charges and other items:

- Depreciation and amortization 234,544 164,934


- Profit on disposal of fixed assets (746) (802)
- Provision for retirement and other service benefits 25,323 25,993
- Depreciation on Revaluation Surplus arising on
Business Combination 1,225 -
- Income on deposits / other financial assets (53,373) (15,327)
- Share of income from joint venture company (59,057) (109,311)
- Finance cost 147,554 71,845
- Working capital changes (note 18.1) (564,714) (789,238)

92,299 (72,310)

22
(Amounts in thousand)
March 31, March 31,
2007 2006
Rupees
18.1 WORKING CAPITAL CHANGES

(Increase) / decrease in current assets

- Stores, spares and loose tools (40,406) (50,887)


- Stock-in-trade (696,051) (689,834)
- Trade debts 12,763 228,375
- Loans, advances, deposits and prepayments (255,473) (2,539)
- Other receivables and other assets 288,426 44,279

(690,741) (470,606)
Increase / (decrease) in current liabilities

- Trade and other payables including other


service benefits (net) 126,027 (318,632)

(564,714) (789,238)
19. CASH AND CASH EQUIVALENTS

Cash and bank balances 5,238,728 419,502


Short term investments 234,562 434,820
Short-term borrowings 3,615,441 (630,612)

1,857,849 423,710

20. TRANSACTIONS WITH RELATED PARTIES

Associates

Purchases and services 30,146 20,574


Services rendered 1,338 575
Retirement Benefits 45,898 20,953
Dividend Income - 66,750
Dividend paid 210,729 319,287

Others

Dividend paid 2,797 6,392


Remuneration paid to key management personnel / directors 39,422 24,738

Unaudited Audited
March 31, December 31,
2007 2006
Rupees

Balance due from Joint Venture 11,939 90,080

21. DATE OF AUTHORIZATION FOR ISSUE

These consolidated condensed interim financial statements were authorised for issue on April 25, 2007 by the Board of Directors
of the Holding Company.

Hussain Dawood Asad Umar


Chairman President and Chief Executive

23
Company Information
Board of Directors
Hussain Dawood, Chairman
Asad Umar, President and Chief Executive
Isar Ahmad
Shahzada Dawood
Shabbir Hashmi
Khalid Mansoor
Ruhail Mohammed
Arshad Nasar
Asif Qadir
Khalid Siraj Subhani

Secretary
Andalib Alavi

Chief Financial Officer


Ruhail Mohammed

Members of Audit Committee


Shabbir Hashmi, Chairman
Isar Ahmad
Shahzada Dawood
Arshad Nasar

The secretary of committee is Naveed A. Hashmi, Corporate Audit Manager.

Auditors
KPMG Taseer Hadi & Co.
Chartered Accountants

Share Registrar
M/s. Ferguson Associates (Private) Limited
Fourth Floor, State Life Buliding 2A, I.I. Chundrigar Road, Karachi - 74000.

Bankers
ABN AMRO Bank N.V.
Allied Bank of Pakistan Limited
Askari Commercial Bank Limited
Bank Al-Habib Limited
Bank Al-Falah Limited
The Bank of Tokyo - Mitsubishi UFJ Limited
Citibank N.A.
Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited
The Hongkong and Shanghai Banking Corporation Limited
JS Bank Limited
Meezan Bank Limited
MCB Bank Limited
National Bank of Pakistan
Standard Chartered Bank Pakistan Limited
United Bank Limited

Registered Office
PNSC Building, Moulvi Tamizuddin Khan Road, Karachi.

24