A. Background and Company Context

AGP Limited is a leading Pakistan Stock Exchange (PSX)-listed pharmaceutical company, incorporated in 1989 and headquartered at B-23C, S.I.T.E, Karachi. The Company operates three state-of-the-art cGMP-certified manufacturing plants, employs over 3,600 people and markets 135+ pharmaceutical brands across multiple therapeutic segments. AGP holds a long-term credit rating of A+ and short-term credit rating of A1, with stable outlook and is recognized as Shariah-compliant under the Karachi Meezan Islamic Index.

AGP is committed to embedding Environmental, Social and Governance (ESG) principles into its core business strategy and reporting framework. In recognition of the Securities and Exchange Commission of Pakistan’s (SECP) adoption of IFRS S1 and IFRS S2 as the basis for sustainability-related financial disclosures, AGP has chosen to move ahead of the mandatory timeline.

As part of its governance enhancement, AGP has established a dedicated ESG Committee at the Board level, tasked with strategic oversight of all sustainability and climate-related matters, including the oversight of material Sustainability-Related Risks and Opportunities (SRROs) and Climate-Related Risks and Opportunities (CRROs), approval of the ESG roadmap and coordination across functions for data and reporting.

B. ESG Progress Achieved to Date

AGP has completed a structured Year-0 ESG implementation cycle, which included the following key activities and achievements:

Governance & Oversight

• Establishment of a Board-level ESG Committee with defined mandate, including development of ESG strategy and roadmap, oversight of SRROs and CRROs and coordination across functions.
• Formalization of Board and Committee oversight framework linking the Audit Committee, Human Resource & Remuneration Committee and the new ESG Committee.
• Development and adoption of an ESG Governance Operating Model: a three-tiered structure comprising Board oversight, Management / HOD ownership and operational-level execution and evidence.

Materiality Assessment

• Conduct of a structured materiality assessment benchmarking six pharmaceutical peers (two local, two regional, two international) against Sustainability Accounting Standards Board (SASB) and IFRS S2 industry guidance.
• Internal stakeholder voting on enterprise value relevance across an extensive list of ESG topics, followed by Board review and approval of final material topics.
• Identification of 24 material topics across three pillars out of which 12 for 2025 are:
• Environment: Climate Risk & Management, Energy management, Water management, Waste management.
• Social: DEI, Human Rights & Labor, AMR, Access & Affordability.
• Governance: Business Ethics & Corporate Governance, Transparency & Reporting, Operational Efficiency and Supply Chain Management.

Risk & Opportunity Assessment

• Conducted a comprehensive assessment of Sustainability-Related Risks and Opportunities (SRROs) and Climate-Related Risks and Opportunities (CRROs) aligned with IFRS S1 and IFRS S2 requirements, covering AGP’s operations and relevant value-chain considerations.
• Established a structured methodology to identify, assess, and prioritize sustainability and climate-related risks and opportunities based on enterprise value, stakeholder expectations, materiality assessment outcomes, and regulatory developments.
• Identified and assessed material SRROs across key ESG topics, including supply chain management, business ethics and governance, transparency and reporting, human rights and labour practices, access to healthcare, antimicrobial resistance (AMR), diversity, equity and inclusion (DEI), and operational efficiency.
• Developed risk and opportunity registers capturing likelihood, time horizon, impact scope, qualitative financial implications, management responses, and anticipated effects on business performance.
• Identified and assessed climate-related transition risks and opportunities across AGP’s material environmental topics, including Climate Impact on Human Health and Infrastructure, Energy Management, Water Management & Waste Management.
• Evaluated climate-related transition risks associated with evolving regulations, stakeholder expectations, energy cost volatility, and future disclosure requirements.
• Assessed physical climate risks, including extreme weather events, flooding, heat stress, water scarcity, and supply chain disruptions that may affect operational resilience and business continuity.
• Identified climate-related opportunities relating to energy efficiency, renewable energy adoption, resource optimization, waste reduction initiatives, sustainability-linked financing and enhanced ESG performance.
• Integrated sustainability and climate-related risks into AGP’s Enterprise Risk Management (ERM) framework through alignment with existing functional risk registers and governance processes.

Metrics, Reporting & Disclosures

• Baseline measurement of key climate and environmental metrics including total energy consumption by source, Scope 1, and Scope 2 GHG emissions, water withdrawal volumes, and hazardous and non-hazardous waste volumes. CY2025 is designated as the baseline year for these indicators.
• Publication of IFRS S1 and S2 aligned sustainability disclosures in AGP’s Annual Report 2025, structured across seven thematic sections: sustainability context and value chain, basis of preparation, SRROs, governance, strategy and resilience, risk management integration with ERM and metrics and targets.
• Development of scenario-based strategic resilience analysis across three climate pathways: Orderly Transition, Physical Risk Escalation and Delayed / Disorderly Transition.
• Foundations for selected Scope 3 category identification commenced.

Key Gaps Identified for the Next Phase

• No quantified financial modelling of climate scenarios (High priority gap — IFRS S2: Strategy & Resilience).
• Absence of formal, time-bound climate and sustainability targets approved for external disclosure (High priority gap — IFRS S1 & S2: Metrics & Targets).
• ESG data was available across various functions; however, improvements are required in data quality, completeness, integrity, and control environment to support reliable sustainability reporting (Medium Gap — IFRS S1: General Features / Quality & Control)
• Limited documentation of climate impact in capital allocation and capex decisions (Medium gap — IFRS S2: Strategy).
• No explicit sustainability KPI linkage to executive remuneration (Medium gap — IFRS S1: Governance & Incentives).
• No external assurance obtained to date; internal assurance file not yet formalized (Medium-to-Low gap — IFRS S2: Physical Risks & Assurance Readiness).

C. Objective of the Engagement

AGP Limited invites proposals from qualified and experienced ESG consulting firms to support AGP Limited in the next phase of its ESG implementation journey. The selected firm will work in close partnership with AGP’s ESG Committee and management to address identified gaps, build robust internal capabilities and prepare the Company for its first mandatory IFRS S1 and IFRS S2 compliant sustainability reporting cycle.

The engagement is expected to be finalized by year end 2026, with the flexibility to align to AGP’s regulatory timeline and reporting calendar. The selected consultant is expected to mobilize promptly, leverage the work already completed during the Year-0 cycle and focus on transitioning AGP from a readiness phase to a fully compliant and sustainable internal ESG management model.

D. Scope of Work

The scope of work covers the following areas. Proposals should clearly articulate how each area will be addressed, with supporting methodology and deliverables.

E. Key Deliverables

The selected consultant shall provide, at a minimum, the following deliverables:

• Complete ESG implementation roadmap – Gantt Chart
• Updated ESG governance framework
• Climate scenario analysis and monetary impact assessment
• ESG KPI framework and management dashboards
• ESG data collection templates and calculation models
• Scope 1, 2 and applicable Scope 3 methodologies
• ESG risk registers
• ESG policies, Standard Operating Procedures (SOPs), and guidance documents
• Draft Annual Sustainability Report
• Assurance-ready working paper file
• Board presentations and management papers.
• Knowledge transfer documentation
• Monthly progress reports

All deliverables submitted by the consultant shall be subject to review and acceptance by AGP. AGP will review each deliverable and provide comments, where applicable. The selected consultant shall address all reasonable comments and resubmit revised deliverables for final acceptance. A deliverable shall be deemed accepted upon written approval by AGP’s designated project representative or the ESG Committee, as applicable.

All reports, models, templates, calculation files, methodologies, and other work products shall become the property of AGP, and the consultant shall ensure complete knowledge transfer before project closure.

F. Proposal Requirements

Responding firms are required to submit a comprehensive proposal addressing each of the following:

G. Project Governance

The selected consultant shall establish a structured project governance mechanism to ensure effective oversight, timely decision-making, and successful delivery of the engagement. The consultant will be expected to:

• Nominate an Engagement Partner and Project Manager as the primary points of contact.
• Work closely with AGP’s ESG Committee, CFO, and designated Management Working Group throughout the engagement.
• Clearly define communication protocols, escalation mechanisms, and responsibilities.
• Promptly escalate any critical issues, key management decisions, or project showstoppers to the ESG Committee by requesting urgent Committee meetings, where required, to facilitate timely guidance and decision-making and avoid delays in project milestones and regulatory timelines.

• Submit a detailed project implementation plan within two weeks of engagement, including milestones, deliverables, dependencies, and timelines.
• Update the implementation plan regularly to reflect progress and agreed changes.
• Submit monthly progress reports summarizing activities completed, progress against agreed milestones, planned activities for the subsequent reporting period, key risks and issues, mitigation actions, and decisions or support required from AGP.

H. Submission Instructions

Interested firms are invited to submit their proposals in accordance with the following instructions:

I. Evaluation Criteria

All proposals received in response to this RFP will be evaluated by AGP Limited using an overall assessment approach. The evaluation will, among other factors, consider the bidder’s technical expertise in IFRS S1, IFRS S2 and ESG reporting, relevant experience in similar assignments, qualifications and experience of the proposed engagement team, commercial competitiveness of the proposal, and the consultant’s approach towards knowledge transfer and capacity building. AGP reserves the right to seek additional information, invite shortlisted bidders for presentations or clarification discussions, and accept or reject any proposal without assigning any reason.

J. Disclaimer

This RFP is issued solely for the purpose of inviting proposals for the engagement of an ESG Consultant and does not constitute an offer, commitment, or obligation on the part of AGP Limited to award any contract or enter into any agreement with any bidder.

AGP Limited reserves the right, at its sole discretion, to accept or reject any proposal, in whole or in part, to negotiate with one or more bidders, to request additional information or clarifications, to modify the scope of work, or to cancel or withdraw this RFP at any stage of the process without assigning any reason or incurring any liability whatsoever. AGP Limited shall not be obligated to accept the lowest-priced proposal or any proposal received. All costs incurred by bidders in preparing and submitting proposals shall be borne solely by the respective bidders.

Phase 2 – Long-Term ESG Implementation Support (Optional Commercial Proposal)

Long-Term ESG Implementation Support (3–5 Years)

Following the successful completion of Phase 1, AGP intends to establish a structured long-term ESG implementation program to further support the operationalization and continual enhancement of its ESG framework across the organization.

Accordingly, interested bidders are requested to submit a separate technical and commercial proposal for providing long-term ESG implementation support for an indicative engagement period of three (3) to five (5) years. The Phase 2 proposal is indicative in nature and will not form part of the evaluation or award of the Phase 1 engagement. Should AGP proceed with Phase 2, the scope, duration, commercial terms and appointment process will be subject to AGP’s internal approvals and may be refined following completion of Phase 1.

The Phase 2 proposal shall be evaluated independently and shall not form part of the Phase 1 commercial evaluation.

The objective of Phase 2 is to provide dedicated implementation support through deployment of consultant resources by working closely with AGP’s ESG Committee and relevant functional departments to institutionalize ESG practices across the organization.

ESG Integration into Business Strategy

The consultants are expected to demonstrate how they will:

• Integrate ESG considerations into corporate strategy and business planning.
• Embed ESG risks and opportunities within Enterprise Risk Management
• Support ESG-informed capital allocation and investment decision-making.
• Develop measurable enterprise ESG KPIs
• Design long-term ESG governance framework.
• Develop internal ESG operating model.
• Build roadmap for continuous ESG improvement after consultant exit.