BAWANYAIR
November 5, 2025
The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building Stock Exchange Road Karachi
NOTICE OF AGM
Dear Sir
We are enclosing herewith copy of Notice of AGM for the period ended June 30, 2025. Thanking you
Very truly yours
Company Secretary
2 '"' F 1oor, Nadir House, I. I. Chundri gar Road, Karachi -7 4 7 0 0. Tel: (92-21) 3 24 1 5 47 1 -3
BAWANY AIR PRODUCTS LIMITED NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Forty Seventh Annual General Meeting of the Company will be held at the office situated at 2'd Floor, Nadir House, I.I. Chundrigar Road, Karachi, Sindh on Thursday 27" November 2025 at 10:00
a.m. to transact the following business:
ORDINARY BUSINESS
To confirm the minutes of the 46* AGM held on October 28*, 2024.
To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2025 together with the Chairman's review, Directors' and Auditors' reports thereon.
As required under Section 223(6) of the Companies Act, 2017 (the "Act"), Financial Statements of the Company have been uploaded on the website of the Company, which can be downloaded from the following QR enabled code:
To appoint auditors for the year 2025-2026 and fix their remuneration.
To elect eight (7) directors as fixed by the Board of Directors, in accordance with the provision of Section 159 (1) of the Companies Act, 2017 for a term of three years in place of the following retiring directors, who are eligible for re-election:
Mr. Nairn Anwar
3. Mr. Zahir Khan
5. Mr. Suhail Elahi
7. Ms. Saba Azam
Transact any other business with permission of chair.
Karachi: November 5, 2025 NOTES:
2. Mr. Mohabat Khan
4. Mr. Muhammad Ali
6. Mr. M. Afzal Shehzad
By order of the Board Company Secretary
The Share Transfer Books of the Company shall remain closed from November 21, 2025 to November 27, 2025 (both days inclusive). Transfers received at our registrar office Mls F. D. Registrar Services (Pvt.) Limited 17'hFloor, Saima Trade Tower-A, I. I. Chundrigar Road Karachi by the close of business on November 20, 2025 will be treated in time.
A member entitled to attend and vote at this meeting may appoint another person as his/her proxy to attend, speak and vote instead of him/her behalf at the meeting. Proxies, in order to be valid, must be received at the registered office of the Company not later than 48 hours before the meeting. A member shall not be entitled to appoint more than one proxy.
Central Depository Company (CDC) shareholders are requested to bring their Computerized National Identity Cards, Account/Sub-Account and Participant's ID Number in the CDC for identification purpose when attending the meeting. In case of corporate entity, the Board's Resolution/Power of Attorney with specimen signature shall be furnished (unless it has been provided earlier) at the time ofmeeting.
Members who have not yet submitted photocopy of their Computerized National Identity Cards to the Registrar of the Company are requested to send the same at the earliest.
Shareholders are requested to notify to the Company's Share Registrar immediately of any change in their addresses.
The Company has arranged for participation of members in general meeting through electronic means (i.e., video-link, webinar, zooming etc.). In this regard, the interested shareholders can request by providing the relevant information (i.e. Name of the Shareholder, CNIC Number, Folio / CDC Account Number, Cell Number, Email Address etc.) to the Company Secretary at least 48 hours before the time of AGM at Email Address: munir@bawanvair.com.
Any person who seeks to contest the election to the office of a Director, whether he/she is a retiring director or otherwise, shall file required documents under section 159 of the Companies Act 2017, Companies (General Provisions and Forms) Regulations 2018, Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria, as set out in Section 153 of the Companies Act, 2017 to act as director or an independent director of a listed Company with the Company Secretary, at the Registered Office of the Company, situated at 2nd Floor, Nadir House, I. I. Chundrigar Road, Karachi, 14 days before the date of the Annual General Meeting:
The final list of contesting Directors will be circulated not later than seven days before the date of said meeting, in terms of Section 159(4) of the Companies Act, 2017.
It is hereby notified that pursuant to the Companies (Postal Ballot) Regulations, 2018 and its amendments notified vide SRO 2192(1)/2022 dated December 5, 2022, members will be allowed to exercise their right to vote for election of directors at the AGM, in accordance with the conditions mentioned in the aforesaid Regulations. The Company shall provide its members with the following options for voting:
E-Voting Procedure
Details of the e-voting facility will be shared through an email with those members of the Company who have their valid CNIC numbers, cell numbers, and email addresses available in the register of members of the Company within due course.
The web address: login details, will be communicated to members via email.
Identity of the members intending to cast vote through E-voting shall be authenticated through authenticated login.
E-Voting lines will start from November 24, 2025 10:00 am and shall close on November 26, 2025 at 5
p.m. Members can cast their votes any time in the period.
Postal Ballot
For voting through Postal Ballot members may exercise their right to vote as per provisions of the Companies (Postal Ballot) Regulations, 2018 subject to the requirement of Section 143 to 145 of the Companies Act, 2017. Further details in this regard will be communicated to the shareholders within the legal time frame as stipulated under these said Regulations, if required.
The members shall ensure that duly filed and signed ballot paper along with copy of CNIC should reach the Chairman of the meeting through post on the Company's registered office one day before the AGM i.e. November 26, 2025 during the working hours. The signature on the ballot paper shall match with the signature on CNIC or Company records.
In accordance with the applicable law mentioned above in Note 7 above, M/S. DCCL (Private) Limited have been appointed as the e-voting service provider and M/s S.M Sohail & Co., Chartered Accountants, have been appointed as scrutinizer to monitor and validate voting for election of directors.
Members have the option to receive Annual Audited Financial Statements and Notice of General Meeting through email. Members can give their consent in this regard on prescribed format to the Shares Registrar. The Audited Accounts of the Company for the year ended June 30, 2025 are also available on the Company's website: https://www.bawanvair.com.
In accordance with the directive issued by the SECP vide it is S.R.O. 452(1)/2025 dated March 17, 2025 the Company would like to inform all the shareholder that no gifts will be distributed at the meeting.
Form ofProxy is enclosed.