Transmission of Annual Report for the Year Ended 30 06 2024 REVISED

Contents

Corporate

03 Company Profile

1. Corporate Vision and Mission Statement
2. Notice of Annual General Meeting

1. Statement of Compliance with the Code of Corporate Governance

1. Review Report to the Members on Statement of Compliance with Best Practices of Code of Corporate Governance
2. Auditors' Report to the Member

Financial Statements of Fazal Cloth Mills Limited

1. Statement of Financial Position
2. Statement of Profit and Loss Account
3. Statement of Comprehensive Income
4. Statement of Changes in Equity
5. Statement of Cash Flows
6. Notes to the Financial Statements

1. Pattern of Shareholdings

1. Gender Pay Gap

1. Form of Proxy - English

1. Form of Proxy - Urdu

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CORPORATE VISION / MISSION STATEMENT

VISION

The Company aims to establish a vertically integrated textile business producing finished products, processed and greige fabrics and yarn. The Company aims to produce high quality diversified products at competitive price to be marketed globally.

MISSION

The Company should provide a secure and rewarding investment to its shareholders

and investors, quality products to its customers, a secure place of work to its

employees and be an ethical partner with its business associates.

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NOTICE OF 59th ANNUAL GENERAL MEETING

Notice is hereby given that 59th Annual General Meeting ("AGM" / "Meeting") of Fazal Cloth Mills Limited (the "Company") will be held on Saturday the October 26, 2024 at 12:00 p.m. at FG Head Office, E/110, Khayaban-e-Jinnah, Defence Chowk, Lahore to transact the following business:

1. ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended June 30, 2024 together with the Auditors' and Directors' Report thereon and Chairman's Review Report.

The above Audited Financial Statements and other documents have been uploaded on the Company's website which can be viewed/downloaded using the following link and QR enabled code:

https://fazalcloth.com/FinancialReports/annual-report-ended-30-2024.pdf

2. To appoint auditors of the Company and to fix their remuneration. The members are hereby notified that the Board of Directors and Board Audit Committee have recommended the name of retiring auditors, M/s. Shinewing Hameed Chaudhri & Co., Chartered Accountants for reappointment as auditors of the Company.

B. SPECIAL BUSINESS

1. To ratify and approve the transactions carried out by the Company with related parties during the year ended June 30, 2024 under the authority of the special resolution passed in the last annual general meeting held on October 28, 2023 and to pass the special resolution with or without modification(s) as proposed in the statement of material fact.
2. To authorize the Board of Directors of the Company to approve all transactions with Related Parties (if executed) during the financial year ending June 30, 2025 and till the date of next annual general meeting and to further authorize him to take any and all necessary steps and to sign/execute any and all such documents/annexures on behalf of the Company as may be required and to pass the special resolution with or without modification(s) as proposed in the statement of material fact:

A statement of material facts along with draft special resolutions are annexed to this notice circulated to the members.

BY ORDER OF THE BOARD

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NOTES:

1. CLOSURE OF MEMBERS REGISTER AND SHARE TRANSFER BOOKS
   The Members Register and Share Transfer Books of the Company will remain closed from October 18, 2024 to October 26, 2024 (both days inclusive). Physical transfers / CDS Transaction IDs received at the Company's Share Registrar, M/s. Vision Consulting Ltd, 5-C, LDA Flats, Lawrence Road, Lahore, at the close of business on October 17, 2024 will be considered in time for the purpose attending the Meeting.
2. APPOINTMENT OF PROXIES :
3. 1. 1. A member is entitled to appoint a proxy in his/her place to attend, speak and vote instead of him/her. A member can appoint only one proxy in his/her place who can exercise all rights of a member in the meeting. The instrument appointing a proxy, duly stamped and signed, and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of the power of attorney or authority must be deposited at the Registered Office of the Company, FG Head Office, E/110, Khayaban-e-Jinnah, Defence Chowk, Lahore not later than 48 hours before the time of the meeting. A proxy must be a member of the Company. Form of proxy in English and Urdu Language is enclosed herewith and also available on Company's website: www.fazalcloth.com
      2. CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular No. 1 of 2000 dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan:
   2. For Attending the Meeting:
   3. 1. In case of individuals, the account holder or sub-account holder and/ or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his/ her identity by showing his/ her original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.
      2. In case of corporate entity, the Board of Directors' resolution/ power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
   4. For Appointing Proxies:
   5. 1. In case of individuals, the account holder or sub-account holder and/ or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirements.
      2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
      3. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.
      4. The proxy shall produce his/ her original CNIC or original passport at the time of the AGM.

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3. PARTICIPATION IN THE AGM VIA THE VIDEO CONFERENCING FACILITY:

As per SECP instructions, the Company shall provide video link facility for attending the annual general meeting. The members / proxies who wish to attend the meeting via video link facility are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) to the Company Secretary through WhatsApp at 0306-7370337 or email ID; corporate@fazalcloth.com by October 17, 2024.

The members who shall be registered after the necessary verification shall be provided a link in email

to attend the meeting. The Login facility will remain open from start of the meeting till its

proceedings are concluded.

4. ELECTRONIC VOTING AND POSTAL BALLOT

The members will be provided the facility of voting through e-voting and voting by post to for the special business (es) to be transacted at the Meeting.

1. E-VOTINGPROCEDURE

1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on October 17, 2024.
2. The security codes will be communicated to members through SMS from the web portal of M/s. Vision Consulting Ltd. (being the e-voting service provider).
3. Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

Members shall cast vote online at any time from October 23, 2024, 9:00 a.m. (PST) to October 25, 2024 till 5:00 p.m. (PST). Voting shall close on October 25, 2024, at 5:00 p.m. Once the vote on the resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

1. POSTAL BALLOT VOTING PROCEDURE

1. Members may alternatively opt for voting through postal ballot. Ballot Paper is attached with this notice and is also available on the Company's website www.fazalcloth.comwithin stipulated time to download.

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1. 1. The members must ensure that the duly filled and signed ballot paper, along with a copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at the address, Chairman, Fazal Cloth Mills Limited, FG Head Office, E/110, Khayaban-e- Jinnah, Defence Chowk, Lahore, or email at corporate@fazalcloth.com one (01) day before the meeting, i.e., on October 25, 2024 before 05:00 p.m. A postal ballot received after this time/date shall not be considered for voting. The signature on the Ballot Paper shall match with signature on the CNIC.
2. UNCLAIMED DIVIDENDS AND BONUS SHARES
   Shareholders, who for any reason, could not claim their dividend and/or bonus shares are advised to contact our Shares Registrar M/s. Vision Consulting Ltd, Lahore to collect/enquire about their unclaimed dividends and/or bonus shares if any.
3. E-DIVIDENDMANDATE
   As per Section 242 of the Companies Act, 2017, in the case of a public-listed company, any dividend payable in cash shall only be remitted through electronic mode directly into the bank account designated by the entitled shareholders. Therefore, through this notice, all shareholders are requested to update their bank account number (IBAN) and details in the Central Depository System through respective participants. In case of physical shares, they are requested to provide bank account details to our Share Registrar, M/s. Vision Consulting Ltd, Lahore. Please ensure an early update of your particulars to avoid any inconvenience.
   Members are also request to send zakat declaration to our Share Registrar to claim exemption from compulsory deduction of Zakat.
4. CONVERSION OF PHYSICAL SHARES INTO BOOK ENTRY FORM
   The Shareholders having physical shareholding may open CDC sub-account with any of the brokers or Investor Account directly with CDC to place their physical shares into script-less form. This will facilitate them in many ways including safe custody and sale of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Stock Exchange. Further, Section 72 of the Companies Act, 2017 (the Act), states that after the commencement of the Act from a date notified by SECP, a company having share capital, shall have shares in book-entry form only. Every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by SECP, within a period not exceeding four years from the promulgation of the Act.
5. AVAILABILITY OF FINANCIAL STATEMENTS ON COMPANY'S WEBSITE
   The annual report 2024 containing notice of AGM, audited financial statements alongwith directors and auditors reports and the Chairman Review and other document has been placed on the Company's website www.fazalcloth.com.

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