BIBOJEE GROUP
Bannu Woollen Mills Limited
Office & infills
D.I.KHAN ROAD, BANNL - 28100 K.P.K (P.AKISTAN) PHO.NEW: (0928) 613151, fi13l 51). ti12274, 611157 Fax: (0928) 611450
E-mail: bannuwoollen/n'yaho‹ .coin & bw'm1td2k apgmail.com
BWM/Secy/25/450
The General Manager,
Thru PUCAR / Courier
Dated: September 26, 2025
Pakistan Stock Exchange Limited, Stock Exchange Building,
Stock Exchange Road,
Karachi.
Subject: NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR ENDED JUNE 30, 2025
Dear Sir,
Enclosed please find a copy of the Notice of the Annual General Meeting of Bannu Woollen Mills Limited for the year ended June 30, 2025 to be held on October 18, 2025 at 10:00 A.M. and the appended notice will be published in newspapers in the daily Nation (English) and Roznama Nawa-E-Waqt (Urdu) newspapers on Saturday September 27, 2025.
You may please inform the TRE Certificate Holders of the Exchange accordingly.
Yours Sincerely,
Azmat
Company Secretary
CC:
D1rector/ HOD Securities b Exchange Commission of Pakistan (SECP) Corporate Supervision Department, NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad.
Head of Operations, Central Depository Company of Pakistan, CDC House, 99-B, Block "B", Main Shahrah e Faisal, Karachi.
YES AGA F
00 2 Ga on
FFICE:
LAHOR OFFCE A CH O MCE
House,
2nd Flcor,
Harries Trt ist ill mer Heinht1 RiJilriino.
F-3, Hub Chowki Road,
BANkU ¥00LLEk MILLS LIMITED
IJOTICE OF
NOTICE OF 65” ANNUAL GENERAL MEETING
Cottee is hereby given that the 65“' Annual General Meeting (AM) of the Company w1t be hetd on Saturday the October 16, 2025 at 10:00 A,M. at iD registered office , Bannu Woollen Mills Ltd. , 0. I. khan Road, Bannu to transact the following business: -
ORDINARY BUSINESS:
To confirm the minutes of Annual General Meeting held on October 26, 2024.
To receive, consider and approve the annual audited Financial Statements of the Company for rhe year ended June 30, 2025 together with rhe Chairman's Review, Directors' and Auditors' Reports thereon.
is required under section 223(61 of the Companies 4ct, 2017 'the Act”), Financial Statements of the Company has been uploaded on the website of the Crwhich can be downlaaded from the following link / QR code:
https-//www bwm corn pk/lnvestor-relation php
To appoint auditor of Ifie company for the financial year 2025-26 and ro fix their remuneration, The retiring auditor Mls ShineWing Harmed Chaudhri and Company, Chartered Accountants, Lahore being eligible have consented and offered themselw for re-appointment.
SPECIAL BUSINESS*
4, 7o Insider and, if thought fit to pass folding g'esolvt one as "$ aI Resolvtlon• with or
without modification:
”R£SOLVE0 THAT the tramactiens carried out in normal course of busies with associated companles/ related parties during the year ended June 30, 2025 (as disclosed In Nore-36 of Financial Sraremenrs for rhe year ended June 30, 2025) be and are hereby ratified, confirmed and approved.“
A statement of material facts under Section 134 (3) of the Companies Act, 2017 pertaining to the Special Business as stated above is annexed to this notice of meeting being sent to the members.
B. To a
and the related
"RESOLVED THAT the Chief Flnanclal Officer of Ihe Company be and 1s hereby authorized to approve all the rramactions to be carried out in normal coJrse of business with associated companies / related partiw during the year ending June 30, 2026 and in this connectia, the Chlef Financial Officer be and Is hereby also authorized to take any and all necessary actims and slgn/ execute any and all sia•h drx•umenrs/ Indentures as may be required In this regard rbehalf of the Company."
1
A statement of material facts under Section 1 V f3› of The Companies Act, 2017 in respect of above mentioned Special Businesses i5 attached herewith.
AHY OTHER BUSINESS
5. To transact any other business with the permission of the Chair.
By the order of the Board
Bannu
September 27, 7025
Company Secretary
NOTES:
. CLOSURE OF SHARE TRANSFER BOOKS
The register of members of the Company wilt remain ctosed from 0'crober 10, 2025 to October 1B, 2025 {both days inclusive›. Transfers received in order by the Company's Shares Registrar/ Transfer Agent, Mls. COC Share Registrar Services) Ltd. (COCSRSL), CDC house, 99-B, Block B, SMCHS, Main Shahra-e-Faisal, Karachi , Pakistan (Share Registrar)by the clase of business hours up to (5.00 pm) on 0cSober 09, 2025 wilt be considered in time for registration in the name of the transferees, and be eligible for the purpose of attending and votins at the AGM.
2. PARTICIPATION IN AHHUAL GENERAL MEETING'
Tf Members holding at least ten percent (ION) of the toc4l paid-up capital, residing in g city, may demand provision 9f a video-link facility ro attend the AGM by submitting the prescribed request form (available in the annual report and on the Company's website) to the Share Registrar at least seven (7) days prlor to the meeting; upon such demand the Company shall arrange the facility in that city in accordance wirh Ser tion 132(2j of the Companies Act, 207.
The members interested in attending the AGA virtually are requested to get themselves registered by sending their particutan at the designated emait address corporate 'bwm com pk mentioning their names, fotio num@r, and email address by the close of bus ness hours on October 16, 2025. The log-in credentials and link to participate in the AGM would be provided to the registered shareholders.
The audited financial statements of the Company for the year ended June 30, 2025 and the notice of Annual General Meeting has also been posted and are made available on the Company's weQite https://www.bum.com pk audited financial statements can be downloaded from Ehe QA enable Code.
In compliance with Section 223(6› of the 4ct and relevant SECP notifications, soft copies of Annuat Report are being emailed o those members who have provided their vatd email addresses for communication.
Shareholders may request Company Secretary or Share registrar of the Company for
2
transmitting the hard copies of Annual Report 2025 by fltllng a “Standard Request Form” available on Company's website and the same w!I be provided at h1s/ her registered address, free of cost, within one week of receipt of request.
Contact details of share regi¥uar is , Mls. CDC Share Registrar address {Sevcos} Ltd. (COCSRSL), CDC house, 99 B, Block 8, SCHS, Main 5hahra-e-Faisal, Karachi, Pakistan & Email: info@cdcsrsl.com and of Company Secretary is Mr. Azmat khan, Company See retary,
0.I Khan Road, Bannu, Ph:+92-928-612274 B Email: Azrnatkhan@bwni com pk
5. Members can exercise thelr right to polt subject co meeting the requirement of Section 143 to Section 145 of the Act and applicable ctaraes of Companies fPoscal Baltot) Regulations, 2018
{'the Regulations"}.
Oetalts of the e-vot1ng facllTty wltl be shared thrran e-malt with I:hose members of the Company who have their valid CHIC numbers, cet numbers, and e-malt addresses available In the register of members of the Company by Ehe close oF business ort Omober 09, 2025. The web address, login details, and password, will be communicated O members via email. The security codes who be communicated to rr+embers through SUB from the web ports.I of CDC Share Registrar IServlcesl Ltd. {CDCSRSL) (being the e-voting service provider). Identity of the Members Intending ro cast vore through e -voting shatl be authenticated through electronic signature or authentication ror togin. Members shaft cast vote online at any time from Octobw T5, 2025, 9:00 a.m. (PST) @ Ocmbor 17, 2025 till 5:00 p.m. PST). Voting shall close a October 17, 2025, at 5:00 p.m. Once the vote on the resolution is cast by a Member, he/she shaft not be allowed to change it subsequently.
Members may alternately opt For voting through posM ballot. For com'enience of the members, Ballot Paper will be available on the Cmpany's website https://www.bwm.cam pk within stipulated time to download. The members must ensure that the duly filled and signed ballot paper, along with a copy of Computerized Natlonal Identity Card (CNIC) should reach the Chairman of rhe meeting through post at the Company's registered addms, 0.I Khan Road, Bannu, or emait at corgorate€'bm.com.pk one day before 1he AGA, i.e., on October 17, Z02s before 05:00 pm. A postal ballot received after this time/date shall not be considered for voting. The signature on the Ballot Paper shall match w!th signature on The CNIC.
8. Members are requested ro replace their physical shares in Blah-entry form and get their Hames registered with the COC, as earty as poss1be, In compliance with the provisions of Sectiofi 7Z (2) of the Companies Act, 2017.
7. The Company has previesly discharged its responsibility under Section 244 of the Companies Act, 207 whereby the Company appraached the shareholders to ctaJm the!r unctaJmed dividends and undellvered share certlflcares In accordance with rhe law. And any dividend and/ or share certificate wh ch remained uncla med or unpaid for a period of three years from rheir due dates, be Company shall be liabte, after the Zipod p dures, to deposit those unclaimed/ unpaid amounts with The FedwaT Government or unclaimed shares with SECP in line with SECP from time to time.
Shareholders, whose dividends remain unclalmed and/or undellvered share certlflcates are available w1rh the Company, are hereby once again requested to approach our Share Registrar, Mls CDC Share Registrar (Sewicesl Ltd., to collect /inquire about their unclaimed/unpaid dividends for undelivered share certificates if any.
3
9. Members are requested to promptly notify any change in their addresses immediately to the
Company's Share Registrar
TOO To comply with requirement oF section 119 and SecNan 122 of rhe C-panies Act, 2017 and Regulation 47 of lie CrReguIa11ons 202'1, atl COC and physical sharehotden are requested to prendde their email address and cell phone number ivorporated/uqdated in Air pkysica folio or COC account.
11.As required by PRO 452 dated //orch 17, 2025, no gifts shak be distributed at the General
In case of Individuals, the account hotder or sub-account holder and/ or the person whose securities are in g account and their registratie details are uploaded as per the ReguTatiorl$, sbaU auEhenticare his/ her idenEiCy by showing his/ her originst Computerized Natlonal Identity Card ICNIC) or or!9‹nalpassport at rhe th of attending the meeting.
|i. Members registered on Cenrrat Oeposirory Company (CDC) are atso requested to bring the!r particulars, ID number and account number Tn Central 0eposJtory System lcDsl.
In case of cr<>entity, rise Board of Dlrecron' resolution/ power of attorney w1rh specimen signature of the nominee shall be produced ‹unless it has been prided earlier› at the time of the meeting.
B. For Appointing Proxies:
4 member entiEted @ aCterld afid vote at lie Annual General Meeting 1s entitled to cast h1s/ her vote by proxy. Proxies must be deposited at the Company's Registered Office at Banixi Woollen Mills Ltd, D.I Than Road, Bannu, not Water than forty-eighE hours defore the time for holding rhe meeting.
Tn case of individuals, the acccturrt holder or sub•account holder and/ or the jean whose securities are In g accoum and their registration dea|ts are uploaded as per he Regulations, shall submit the proxy form as per the aIx›ve requirements.
A corporate entity, being a member may appoint any person, regardless whether they are a member or rot, as yes proxy. Tn case of corporate erttties, a resoIut+on of LI¥e Badrd of Dore s/Power of Atomey Cth sperm signature of I •e person nominated to represent and vote on behatf of the corpcentity, shalt be submitted to rhe Company atong w!th a completed proxy form as are required under Circular No.1 dated 26th January 2tXAi issued by W Securit •s Exchange Commission oF Pakistan for tke purpose.
Tbe pcoxy form shall be witnessed by two penons whoce names, addresses and CNIC numben shell be mentioned on the form.
Attested copies of CNIC or the passport of the beneficial omen and the proxy shaI be
furnished with Lie proxy form.
7he proxy shall produce hiss her original CHIC or originat passport at the time of the AG/a.
4
Statement under section 134f3) of the Companies Act Z017
This statement sets out the material facts pertaining to the special busir+ess to be transacted at the Annual General Meeting of Bannu Woollen Mills Ltd. (“the Company“) to be held on October 18, 2025.
Item Ho 04 of the Agenda
'al of TransacUons wftfi ReTaced
A.
Transactions carried owl with associated companies during the year ended June 30, 2025 to be passed as a Spectal Resolution. The transactions carried out In normal course of business wJth associated companies (Related parties) were being approved by the Board as recommended by the Audit Committee on quarterly basis.
Since Ehe majority of Directors were inreresced in this/these tramgcno ¥{s} due to their common directorship and holding of shares in the dated companies, therefore these tramactions which have to be approved by the members in the Ger+eral Eeting.
In yTew of the above, the transactions conducted during the financtal year ended June 30, 2025 wilfi associated companies and related parties as shown In relevant notes of the Audited Financial Statments are being poured before the rrfor rhelr consideration, confirmation and approved.
The Directors are interested in Ehe resoluno to the extent of their common directorships and their shareholding in the abated companies.
The foltowtng Directors are Interested In the resolution to the extent of thelr relation, common dlrectorshlps and their sharehotdtng In the AssoclaWd Companies:
Lt. Gen (Reed.) Ati W£y fihan Xhatak
Mr. Ahmad Kuli khan Khattak
Mrs. shahoaz Sajjad Ahmad
4 Dr. Shahin Kuli Than khatcak
Apgroyal of the members s, therefore sought Tn order to comply w!rh the requirements of
Sectlon 208 of the Cornpanles Act, 2017.
Autf+orization of the Chief KinanciaT Officer for the transactions carried out and to be carried out with associated companies dur!ng the ensuing year ending June 30, 2026 to be passed as a special resoTutTon.
The Company woutd be conducting transactions w!I:h associated companies In ordinary course of business. The directors are interested in these transactions due to rheir common directorship end shaFehoTdlng in the associated mmpanies. Therefore, sixh transactions with associawd companies have to ba appeared by the shareholders.
5
The shareholders may authorize Lhe Chief Financial Officer to approve transactions carried out and to be carried out in normal course of business with associated companies during the ensuing year ending June 30, 202G.
Th+ directot s at + interested in this resolutlo» to the ex t+»t of th+ir co›nn on direcrot ships and their sharehaiding in the associated companies.
The following Direc tors are interested n the resolut on to the ex tent of their redation, common dii ectorships and their shareñoldin g in the Associated Companies•
1 . Lt. Gen [Reed. ) Ali Kuli than dia ttak
Mr. #h›nad Kuli Khan K hattak
. Mrs. Shahnaz Sajyad Ahmad
Pr. Shat in Willi Khan Khatt ak
6
BANNU WOOLLEN MILLS LIMITED
FORM OF PROXY
I 5/W/D of being a member of the Bannu Woollen Mills Limited and holder of Shares as per Folio Flo. and/or CDC Participation IO d‘ and Sub Account # _rlohereby appoint
having CDC PartTcTpat1on 10 as my/our proxy to attend, speak and vote for me/us and c+i my/usr behalf at the Annual General Meeting of the company scheduled to be held on Saturday, October 1B, 2025 at 10 I A.Ht, and at any adJourment thereof at registered office of the company D. I. Khan Road, Bannu.
At witness my/our hand this day of October 2025.
N.I.C
Address
flame
N.I.C
Address
A memo entity to attend and vote at tfiis meeting may appoint arry other nder as his / her proxy Ie atand, speak and vote instead of him / her. A proxy md be e member of the Corrparry.2.
Tfie nstrummt appolrrtng a proxy shall be Tn writing and be s4gned by the appolnter a hs attorney duly authorised In wrMng or R be ap 1s a body corporate be slgncd by an officer at an attorney duly aukorlsod by it.
Attested cogies of the CHIC or W Passport of beneñcal ownen and the proxy ahatl be furnished along with che proxy fom. Tn case of corporate mtlty, the Board's resolution/po••/er of attorney with specimen sqnatum sfiall be furnished along with the proxy form.
.L r/'»K LJ%'âI › /2025, J%1
httgs:/ bwm.earn.pk/Investor•re atIon.php
1