Notice of Annual General Meeting for the year ended June 30, 2025

FECTO CEMENT LIMITED NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 44th Annual General Meeting ("AGM") of the Members of FECTO CEMENT LIMITED will be held on Monday, October 27, 2025, at 12.00 p.m. at The Southend Club situated at, 24th Street, Khayaban-e-Rahat, Phase VI, Defence Housing Authority, Karachi to transact the following business:

1. To confirm the minutes of last AGM held on Monday October 28, 2024.

2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended June 30, 2025, together with the Directors' and Auditors' Reports thereon.

   https://fectogroup.com/financials/

1. To approve the payment of final cash dividend @ 20% i.e. Rs. 2/- per share.

2. To appoint Auditors for the year ending June 30, 2026, and fix their remuneration. The Board of Directors, on the recommendation of Audit Committee, has proposed the appointment of M/s. BDO Ebrahim & Co. Chartered Accountants, as External Auditors of the Company for the financial year 2025-26.

3. To consider and if deemed fit, to pass with or without modification, the following resolution as special resolutions under Section 183(3)(a) of Companies Act, 2017:

   RESOLVED THAT the offer received from Faisal Town private limited for the purchase of the Company's Investment property, comprising land measuring 124.625 kanals situated near Islamabad International Airport, Airport Avenue Road, Laundi, Thalian, Rawalpindi, at a price of PKR 3,200,000 per kanal, aggregating to total consideration of PKR 398,800,000/-, be and is hereby accepted.

   FURTHER RESOLVED THAT Chief Executive Officer, Executive Director, Chief Financial Officer and Company Secretary of the Company be and hereby authorized to negotiate, finalize and execute all necessary documents and agreements including any amendments thereto in relation to the foregoing resolutions including agreement to sell, and other related documents and including all other matters incidental thereto, and carry out any other act or step which may be ancillary or incidental to do the above and necessary to fully achieve the object of the foregoing resolutions. Board is also authorized to sub delegate all or any of the aforesaid authorizations to one or more the members of the board or management.

   (A statement under section 134(3) of the Companies Act, 2017 pertaining to the material facts is given along with this notice)

4. To transact any other business with the permission of the Chair.

By Order of the Board

Karachi: October 03, 2025

(TARIQ IQBAL) COMPANY SECRETARY

Notes:

1. Closure of Share Transfer Books

   The Share Transfer Books of the Company will remain closed from Friday, October 17, 2025, to Monday, October 27, 2025 (both days inclusive). Transfers received in order by our Shares Registrar FD Registrar Services (Private) Limited 17th Floor Saima Trade Centre, Tower I. I. Chundrigar Road, Karachi by the close of business on Thursday, October 16, 2025, shall be treated as being in time for the purpose of attending, and voting at, the AGM.

2. Participation in Annual General Meeting (AGM), via physical presence including through proxy

   A member of the Company entitled to attend and vote at this meeting may appoint another member as a proxy to attend, speak and vote instead of him/her. An instrument appointing a proxy must be received at the Registered Office of the Company not later than forty-eight hours before the time of holding the Meeting. The proxy shall produce his/her CNIC or passport to prove his/her identity. In case of proxy by corporate entity Board of Director's resolution or Power of attorney and specimen signature of the nominee proxy is to be submitted along with proxy form. CDC Account Holders will have to further follow the guidelines as laid down in Circular No. 1 dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan ("SECP"). The proxy form is annexed to this notice and is also available on the company's website.

3. Participation in AGM through electronic means:

   1. SECP through its Circular No. 4 dated February 15, 2021 has directed the listed companies to ensure the participation of members in general meeting through electronic means as a regular feature in addition to holding physical meetings.

   2. The members who wish to attend the meeting through video-link are hereby requested to share following information for obtaining video-link and login credentials, with the Company Secretary at email address: agm@fectogroup.com with the subject line "Registration for 44th AGM of Fecto Cement Limited" at earliest but no later than forty-eight hours before the time of holding of AGM:

      Full Name	CNIC No	Folio/ CDC Account No.	No. of Shares Held	Cell No.	E-mail Address

   3. Members will be registered, after necessary verification as per the above requirement and will be provided a video-link by the Company via email.

   4. Only those members will be accepted at the AGM via video-link whose names match the details shared with the Company for registration.

   5. In accordance with section 132(2) of the Act, if the Company receives consent from members holding in aggregate 10% or more shareholding, residing in a geographical location to participate in the meeting through video conference at least seven (7) days prior to the date of AGM, the Company will arrange video conference facility in that city subject to availability of such facility in that city. To avail this facility a request is to be submitted addressed to the Company Secretary at the following address:

      Fecto Cement Limited

      60-C, Khayaban-e-Shahbaz, DHA Phase VI, Karachi

4. E- voting and Postal Ballot

   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, in the AGM, in accordance with the conditions mentioned in aforesaid regulations. The Company shall provide its members with the following options for voting, in case voting is required under Companies Act, 2017 in respect of agenda item no.5 of the notice:

   1. E-Voting Procedure

      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 within due course. Members who intend to exercise their right of vote through E-Voting shall provide their valid cell numbers and e-mail addresses on or before October 16, 2025 at the email address mentioned in clause b of note 3 above.

      2. The web address, login details, will be communicated to members via email.

      3. Identity of the members intending to cast vote through e-Voting shall be authenticated through authentication for login.

      4. E-voting lines will start from October 23, 2025, 9:00 a.m. and shall close on October 26, 2025 at 5:00 p.m. Members can cast their votes anytime during this period. Once the vote on the resolution is casted by a member, he/she shall not be allowed to change it subsequently.

   2. Postal Ballot

      1. Members may alternatively opt for voting through postal ballot, which shall be circulated to members at least seven (7) days before the meeting and will also be uploaded on the website of the Company.

      2. The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at Plot # 60-C, Khayaban-e-Shahbaz, Phase VI, Defence Housing Authority Karachi-75500 (Attention of the Company Secretary) at least one working day before the AGM i.e. by Friday, October 24, 2025, before 5:30 p.m. Alternatively, members may opt to send the duly completed postal ballot with all the required details via email to the email address mentioned in clause b of note 3 above, within the same timeline. The signature on the ballot paper shall match with the signature on CNIC. A postal ballot received after this time / date shall not be considered for voting.

5. Appointment of Scrutinizer

   In accordance with regulation 11 of the Companies (Postal Ballot) Regulation, 2018, the Board of the Company has appointed M/s S.M. Sohail and Co, Chartered Accountants, a QCR rated audit firm, to act as scrutinizer of the Company for agenda no.5 sale of investment property in the AGM and to undertake other responsibilities as defined in regulation 11A of the said regulation.

6. Intimation for Change in Address

   Members holding shares in physical form are requested to notify any change in their address to our share registrar immediately. Members holding shares in CDS system are requested to have their addresses updated with participant or CDC Investor

   Account Service.

7. Payment of Cash Dividend through Electronic Mode

   As per provisions of Section 242 of the Companies Act, 2017 dividend payable in cash shall be paid through electronic mode directly into the bank accounts designated by the entitled shareholders. Therefore, for making compliance with the provisions of the law, all those physical shareholders who have not yet submitted their International Bank Account Number (IBAN No.) and CNIC details to the Company, are requested to provide the same on the Dividend Mandate Form available on Company's website. The shareholders of the Company in CDC are requested to provide the same to their Participants in CDC who maintain their accounts in CDC and ensure that their IBAN details are updated. In case of unavailability of IBAN and valid CNIC, the Company would be constrained to withhold dividend in accordance with the Companies (Distribution of Dividends) Regulations, 2017.

8. Deduction of Income Tax from Dividend and Exemptions from Deduction

   The current prescribed rates for the deduction of withholding tax under Section

   150 of the Income Tax Ordinance, 2001 from payment of dividend by the companies are as under:

   For filers of income tax returns : 15% For non-filers of income tax returns : 30%

   The income tax is deducted from the payment of dividend according to the Active Tax-Payers List (ATL) provided on the website of Federal Board of Revenue (FBR). All those shareholders who are filers of income tax returns are therefore advised to ensure that their names are entered into ATL to enable the Company to withhold income tax from payment of cash dividend @ 15% instead of 30%.

   The corporate shareholders of the Company in CDC are advised to ensure that their National Tax Numbers (NTNs) have been updated with their respective participants, whereas corporate physical shareholders must send a copy of their NTN Certificate with their Folio Numbers mentioned thereon to the Company or its Shares Registrar on the mentioned addresses.

   The shareholders, who want to avail exemption u/s 150 of the Income Tax Ordinance 2001, must provide valid Tax Exemption Certificate to our Shares Registrar before commencement of book closure otherwise tax will be deducted on dividend as per applicable rates.

9. Unclaimed Dividend

   As per the provision of section 244 of the Companies Act, 2017, any shares issued or

   dividend declared by the company which remained unclaimed/unpaid for the period of three years from the date on which it was due and payable are required to be deposited with SECP for the credit of Federal Government after issuance of notices to the Shareholders to file their claim. The details of the shares issued and dividend declared by the Company which have remained due for more than three years were sent to Shareholders.

   Shareholders are requested to ensure that their claims for unclaimed dividend and shares are lodged promptly. In case no claim is lodged with the Company in the given time, the Company shall, after giving the notice in the newspaper, proceed to deposit the unclaimed/ unpaid amount and shares with the Federal Government pursuant to the provision of Section 244(2) of the Companies Act, 2017.

10. Availability of Financial Statements and Reports

    The Company has circulated annual audited financial statements to its members through email at provided registered email addresses. However, printed copy of the above referred statements will be provided to the members upon their request. Request form is available on the website of the company.

    
    
    

    Further, in accordance with section 223(6) of the Companies Act, 2017 read with SRO 389(1)/2023 dated March 21,2023 and SRO 787(1)/2014 dated September 08,2014, the above referred statements have also been uploaded on the website of the Company which can be downloaded by using following weblink and QR enabled code:

    https://fectogroup.com/financials/

11. Restriction on Distribution of Gifts to Members

The SECP, vide Circular No. 2 of 2018 dated February 9, 2018, read with section 185 of Companies Act, 2017 and S.R.O. 452(I)/2025 dated March 17, 2025, has strictly prohibited companies from offering, distributing or arranging gifts, incentives, or any similar benefits to Members at or in connection with general meetings. Accordingly, no gifts or incentives shall be distributed at the AGM. Shareholders are respectfully requested to refrain from bringing, presenting or demanding any gifts during the meeting.

Special Note for Conversion of Physical shares into Book-entry Form:

In compliance with section 72 of the Companies Act, 2017 and SECP's letter no. CSD/ED/Misc.2016-639-640 dated March 26, 2021, listed companies are required to replace existing physical shares issued by them into Book-entry form. In view of the above requirement, shareholders of the Company having physical shares are requested to convert their physical shares into Book-entry form as soon as possible.

Conversion of physical shares into Book-entry form would facilitate the shareholders in many ways i.e. safe custody of shares, readily available market for instant sale and purchase of shares, eliminate risk of loss and damage, easy and safe transfer with lesser

formalities as compared to physical shares, can be pledged for financing facilities, are entitled for instant credit of bonus and right shares. The shareholders of the Company may contact Share Registrar of the Company for assistance in conversion of physical shares into Book-entry form.

For any query/problem/information, members may contact the Company's Share Registrar at the following address:

F.D. Registrar Services Private Limited 17th Floor, Saima Trade Tower-A

I.I. Chundrigar Road Karachi Phone no. 021-32271905-6

Email: fdregistrar@yahoo.com

Statement of Material Facts Under Section 134(3) of the Companies Act, 2017 Agenda item 5 - Sale of Investment Property

This Statement sets out the material facts relating to the Special Business under Agenda Item 5 of the Notice of AGM of the Company.

The Company has received an offer from M/s Faisal Town (Private) Limited for the purchase of its investment property at a price of PKR 3,200,000 per kanal, for a total consideration of PKR 398,800,000, against land measuring 124.625 kanals.

The property is located near Islamabad International Airport, Airport Avenue Road, Laundi, Thalian, and has been classified as Investment Property in the Company's Audited Financial Statements. An independent valuation of the land was carried out by M/s KGT (Private) Limited on September 01, 2025, which determined the fair market value of the property at PKR 336.50 million.

The Board of Directors, in its meeting held on September 25, 2025, resolved to place the matter before the members in the AGM for their approval as required under Section 183(3)(a) of the Companies Act, 2017.

Asset Details Utilization of Proceeds

The proceeds will be utilized for future prospective expansions and balancing, modernization, and replacement (BMR) projects. These projects are expected to enhance the Company's production capacity, improve efficiency, and increase profitability.

Benefits

The property, originally acquired for capital appreciation, is now proposed to be sold at nearly three times its book value, allowing the Company to realize significant gains. The reinvestment of these proceeds into expansion and BMR initiatives will strengthen the Company's long-term growth and shareholder value.

s

liłY

sM

.l

s.C

3çLAlyUłs

dxfr.

s .

çLAlyUłćl.gfl

f

llSsdxf.r. )SPl

:ç

lxlżfTlNBliţ

-l.;l

:ll

5M .l

s.ĩ(SçLyUł

slĊPsEsllMuslỨ Ưl6SłLlsċM

g S

ª

ṷ

ll

s





sll/l.ċlEFglsldGSłLlsċ.M

g

u



Ư.PSsSGS

- łlM d.rd d l4ll.l

:ll) ȦżSC

3C

3



lĩćØ.lslĊ

:ll) Ȧ



C

3l

dl/:l.g l/lfƯ

s

Msludª.r soṷlElElyl.çhlls.

ƯMċ Cs

( 3

GSJ.ll)U.6M6sflMsl ll lSfç

çÙlslslS..ldslcnSs)cnsllssp çÙ

SMll6llJSEMllgl6sféblMElll

CałSĖlgãlSC

3



l3

UĊ.llsl5Ml

E1;:

Dl@



.l

:Tl

:Cll3Ė

Dl4C

3

lllcl4CNguĖs3(D

.l



.l

l4

(uPsçlSg.sdS .l

lLTls 55s4 słs Cl.3;s/

éćØss.GSSssslu l

Jl.(x;:uC

3çLAlyUłC 3

slc.ćl6sfF.PSJl.Mc/sJ6slàdsssluAll5Md

dlGSċclJl.Px

lssSAljSçťJl.css

ySJl.çsllsll)lEĩAcllEdJJl.lécDC 3

lléJ.uPlglçMы d l(lṪłSçťJl.d

.ыłsslałSĖlçťJl.g

P/S

D

ċ 3

ulż.

C 3 glLlż.łłSAlu6flżS s) x P/lċll l

 .PSaȦ62ť.Mu

:llSlPżflgluAlżSBṷsglL6s



6łSU

:b

glǴUslBṷsf

.

lssS

C

l6 çlE

3d

ы d l/

l

.x

ll

éćƯl)BṷsAżSllsl(ć glSÂspglL C

Б6l)ssS

łSçS glLspżSBṷs C

u

6 .PPxglLlg

lAlMlБSC 3  l C6

ċBl6ťxlxl(cçldxj dṷslĩ.ç5lJsl

:ć5lṪ.żMllGS

Tl

cll. -

ẙEslsslC

3



MglLS L x /C 3 6lsl ç..c;.JC 3fƯ qu

:dss.

)llS

ll(cl)llSssżMglLléćdss

:d AdsslC

3

SglLSllsl.x

S(

żSlMglLglxssl Cl

l) .l llsl.xl6slssżSsslglLux

( żSlMglLglǴUslls C

(ćżSÂssSglǴUglLLlsPlss C

lLSPlss(

DY : çN .l sl(gY :  .l Ussl C

éS

:ẙEC

3

(tl.ыłssl(ćMglLg

lAllssżSẙEglL Cl

.l

.żMAlJl;:łSd

6sllƯsª.Pf

glL C

-TlNBliţ

:ćçY

.

: çN

-

БS

Cĩćl.3

.(sDssżSlglL.PS

éćƯGSssẙEUlsċPxSsssll



d.d.



;

/lC

3

MCç)drd. 

3 ur  d l4llll/lċESБS S ç..c.JC 3



ƯF.PS /lSCs) l dl/3

ll

SPl  C

3

lglLLlsj

qMl ul6sflglLLlsçť ):

lżSs/ы d lĖl  dx..d

ṷ

ª

ª



lż.ll

C 3

llċu

):lléćƯllżSC

3 d lp ṷ

S

 l

l

(ul).

.ыłslƯl)

sl

ª

éćƯJs ṷ dllPżSdx..d

ṷ

ª

lsld. C

3

:ż6xS







GSťg l

GSťg

N

çdglf ťl(ćБSC 3 ld

/lċSsP.llS

él lMEd

él)

ṷ

ª

6C

3



ª

éćlṪScxPťsl Ưyllł

 ṷ5MБS  l

EsluslỨ ƯlC

3

:l.ыłsclỨ(.ld6ы.żSlMglLclỨ Ưl6ċ

D.ỗÙMglL C

3

SLlçỗÙS(J

S

/C

3

sl

s)

x

P/ll

c.Sċçťyl.M )::Ė Ȧ

lUçťC

3yl.M ):çÙБS l xSllsl  l

x.r.

sGSIr l4głdcġSċgs)sSėdublM

6sdыlsljEx

dMr.

CSC

3 3 u .l

s)l

dl/

ll

:5Pxll

dl/Al.g l/lM

s

:



:

s

:(

uslỨ Ưl6Sslls)Ssludr.ªsoṷlElElyl.çhll



r.



Fs

sç.M

 ċl.NSl/l

lsll

ćƯGSglL

MnlfƯ

 ċlE

C

3



:Yl

ţsl:Ė

:

udr.ªsoṷlEl)SElyl.çhl:ç

s

s

:Csç

:B/U

ls6

r.

.3

 : ls

l.NSl/l:ls

l.g l/l:Uls

u s.C

lslf(ćlGS

dM.rz.

s

3

:

:ld (

sluEȦĩS(

гlsl(d

:cť

Ė/lçglébu

Ms).6BlB

GSdl/l



l

(cгlsslPdl/

FORM OF PROXY

‌The Company Secretary The Fecto Cement Limited‌

‌Plot # 60-C, Khayaban-e-Shahbaz Phase VI, Defence Housing Authority Karachi-75500‌‌

I/We of (full address)

being member of FECTO CEMENT LIMITED holding ordinary shares as per Share Register Folio No. and/or CDC Participant I.D. No. and Sub-Account No. hereby appoint of (full address) or failing him/her of (full address) who is

also a member of Fecto Cement Limited, as my/our proxy in my/our absence to attend and vote for me/us and on my/our behalf at annual general meeting of the company to be held on Monday, October 27, 2025 at 12:00 noon and / or any adjournment thereof.

Signature this ye a r 2025. (day) (date, month)

‌Witnesses:

1. Signature: Name Address CNIC No.

2. Signature: Name Address CNIC No.

Signature of members should match with the specimen signature registered with the company

‌Important:

1. In order to be effective, this form of proxy duly completed, stamped, signed and witnessed along with power of attorney, or other instruments (if any), must be deposited at the registered office of the company at Plot # 60-C, Khayaban-e-Shahbaz, Phase VI, Defence Housing Authority, Karachi-75500 at least 48 hours before the time of the meeting.

2. If a member appoints more than one proxy and more than one form of proxy are deposited by a member with the company, all such forms of proxy shall be rendered invalid.

3. In case of proxy for an individual beneficial owner of shares from CDC, attested copies of beneficial owner's computerized national identity card (CNIC) or passport, account and participant's ID numbers must be deposited along with the form of proxy. In case of proxy for representative of corporate members from CDC, board of directors' resolution and power of attorney and the specimen signature of the nominee must be deposited along with the form of proxy. The proxy shall produce his / her original CNIC or passport at the time of meeting.

‌FECTO CEMENT LIMITED Registered Office: Plot No, 60-C Khayaban-e-Shahbaz, D.H.A Phase 6 Shahbaz Commercial Area Phase 6 Defence Housing Authority, Karachi, Tel: (+9251) 5467511-3 Website: https://www.fectogroup.com BALLOT PAPER FOR VOTING THROUGH POST

‌Ballot paper for voting through post to be held on Monday, October 27, 2025, at 12.00 noon at Southend Club situated at, 24th Street, Khayaban-e-Rahat, Phase VI, Defence Housing Authority, Karachi, as well as through video link.

Contact Details and email address of the Chairman at which the duly filled in ballot paper may be sent:

The Chairman, Fecto Cement Limited, Plot no. 60-C, Khayaban-e-Shahbaz, DHA Phase VI, Karachi. Attention of the Company Secretary

Email address: agm@fectogroup.com

Election of Directors: I/we hereby cast my/our votes in favor of following candidates as indicated below:

‌Signature of shareholder(s) Place:

Date: NOTES/PROCEDURE FOR

SUBMISSION OF BALLOT PAPER:

1. Dully filled postal ballot should be sent to The Chairman, Fecto CementLimited, Plot # 60-C, Khayaban-e-Shahbaz, Phase VI, Defence Housing Authority Karachi-75500

2. Copy of CNIC/Passport (in case of foreigner) should be enclosed with the postal ballot form.

3. Postal ballot forms should reach chairman of the meeting on or before October 24, 2025 during working hours. Any postal ballot received after this date, will not be considered for voting.

4. Signature on postal ballot should match with signature on CNIC/Passport (in case of foreigner).

5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.

6. Ballot Paper has also been placed at the website of the Company https://www.fectogroup.com Members may download the ballot paper from the website or use original/photocopy published in newspapers.