Interloop Ltd.PSX: ILP

Publication of Notice of 32nd Annual General Meeting in Newspapers

· Issued by Interloop Ltd.
By Order of the Board -sd-
(Rana Ali Raza)
Company Secretary

NOTICE OF 32nd ANNUAL GENERAL MEETING

Notice is hereby given that the 32nd Annual General Meeting (AGM) of Interloop Limited (the "Company") will be held on Thursday, October 24, 2024 at 12:00 p.m. at the Interloop Executive Club, Interloop Industrial Park located at 7-KM Khurrianwala - Jaranwala Road, Khurrianwala, Faisalabad, to transact the following businesses:

Members are encouraged to attend the AGM through the video link facility managed by the Company

(Please see the notes section for details).

ORDINARY BUSINESS:

1.To confirm the minutes of the last Annual General Meeting (AGM) of the Company held on October 13, 2023. 2.To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2024, together with the Auditors' and Directors' Report thereon and Chairperson's Review Report.

In accordance with Section 223 of the Companies Act, 2017 and pursuant to the S.R.O. 389(I)/2023 dated March 21, 2023, the Annual Audited Financial Statements along with Reports of the Company can be accessed through the following weblink and QR enabled code.

https://investors.interloop-pk.com/financial-reports/

3.To declare and approve, as recommended by the Directors, the payment of Final Cash Dividend @ Rs. 2.50/- per share i.e. 25% for the year ended June 30, 2024. This is in addition to the Interim Cash Dividend already paid for the year ended June 30, 2024 @ Rs. 2 /- per share i.e. 20%.

4.To appoint Auditors and fix their remuneration for the financial year 2024-25. The Members are hereby given notice that the Board of Directors, on the recommendation of the Board Audit Committee of the Company, has proposed the name of the retiring auditors, M/s Kreston Hyder Bhimji & Company, Chartered Accountants for reappointment as the Auditors of the Company.

OTHER BUSINESS:

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

Place: Faisalabad

Dated: October 02, 2024

NOTES:

1.Closure of Share Transfer Books:

The Share Transfer Books of the Company will remain closed from October 17, 2024 to October 24, 2024 (both days inclusive). Transfer requests on prescribed format, received at the office of the Share Registrar of the Company, M/s. CDC Share Registrar Services Limited, CDC House, 99 -B, Block B, S.M.C.H.S., Main Shahrah-e- Faisal, Karachi-74400 on or before the close of business on October 16, 2024 will be treated 'in time' for the purpose of above entitlement(s) to the transferees and/or to attend the AGM.

2. Virtual Participation in the AGM Proceedings:

Shareholders interested in attending the AGM virtually are hereby advised to get themselves registered with the Company by providing the following information through email at aliraza.rana@interloop.com.pkor general.meetings@interloop.com.pk

Name of

CNIC No.

Folio No. /

No. of

Contact No.

Email Address

Shareholder

CDC Account No.

Shares

Online meeting link and login credentials will be shared with only those Members whose emails, containing all the required particulars, are received at the given email address by the end of business on Wednesday October 23, 2024. The login facility shall remain open from 11:30 am till the start of the Meeting on October 24, 2024.

3. Electronic transmission of Annual Report 2024:

In compliance with section 223(6) of the Act, the Company has electronically transmitted the Annual Report 2024 through email to Shareholders whose email addresses are available with the Company's Share Registrar, M/s. CDC Share Registrar Services Limited. The printed notices of AGM, after insertion of the weblink and QR enabled code for downloading the Annual Report, have been dispatched under S.R.O. 389 (I)/2023, dated March 21, 2023. The Financial Statements of the Company for the year ended June 30, 2024 along with reports have also been placed on the website of theCompany.

https://investors.interloop-pk.com/financial-reports/

However, the Company will provide hard copies of the Annual Report to any member on their demand, at their registered address, free of cost, within one week of receiving such request on specified consent letter/form which is available on the Company's website www.interloop-pk.com.

Further, Shareholders are requested to kindly provide their valid email address (along with a copy of valid CNIC) to the Company's Share Registrar, M/s. CDC Share Registrar Services Limited CDC House, 99 -B, Block B, S.M.C.H.S., Main Shahrah-e- Faisal, Karachi-74400, if the Member hold shares in physical form or, to the Member's respective Participant/Investor Account Services, if shares are held in book entry form.

4. Requirements for appointing proxies:

All members, entitled to attend and vote at the meeting, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. A proxy must be a member of the Company. In case of corporate entities, a resolution of the Board of Directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity and an attested copy of CNIC shall be submitted to the Company at the meeting or along with a completed proxy form. The proxy holders are required to produce their original valid CNICs or original passports at the time of the meeting. In order to be effective, duly completed and signed proxy forms must be received at the Company's Registered Office at least 48 hours before the time for holding the meeting.

Guidelines for CDC Account Holders issued by SECP:

CDC account holders will further have to follow the below mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan in this regard:

(a) For Attending the Meeting

i.In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the time of attending the meeting. ii.Members registered on CDC are also requested to bring their particulars, I.D. numbers and account numbers in CDS.

iii.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 along with the proxy form to the Company.

(b) For Appointing Proxies

i.In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall submit the proxy form as per above requirements.

ii.Attested copies of valid CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

iii.The proxy shall produce original valid CNIC or original passport at the time of the meeting.

iv.In case of a corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

v.Proxy form will be witnessed by two persons whose names, addresses and valid CNIC numbers shall be mentioned on the form

5.Electronic Dividend Mandate:

Under Section 242 of the Act, it is mandatory for all listed companies to pay cash dividend to its Shareholders through electronic mode directly into the bank account designated by the entitled Shareholders.

To receive dividend directly into their bank account, Shareholders are requested (if not already provided) to fill the Dividend Bank Mandate Form for Electronic Credit of Cash Dividend available on the Company's website i.e., www.interloop-pk.comand send it duly signed along with a copy of valid CNIC to the Share Registrar, M/s. CDC Share Registrar Services Limited, in case of physical shares. In case of shares held in CDC, Electronic Dividend Mandate Form must be directly submitted to Shareholder's brokers / participant / CDC account services.

In case of non-receipt of above information/form, the Company will be constrained to withhold payment of dividend to Shareholders. As per SECP directives, the dividend of Shareholders, whose valid CNICs are not available with the Share Registrar, may be withheld. All Shareholders having physical shareholding are therefore advised to submit a photocopy of their valid CNICs immediately, if already not provided, to the Share Registrar, M/s. CDC Share Registrar Services Limited without any further delay.

6.Deduction of Income Tax from Dividend under Section 150 of the Income Tax Ordinance, 2001 ("Income tax Ordinance"):

The rates of deduction of withholding tax for Filers and Non-Filers as prescribed under Section 150 of the Income Tax Ordinance 2001, are as under:

For Filers of income tax returns 15.00%

For Non-Filers of income tax returns 30.00%

Withholding tax on Dividend in case of Joint Account Holders

Members who have joint shareholdings held by Filers and Non-Filers shall be dealt with separately and in such particular situation, each account holder is to be treated as either a Filer or a Non-Filers and tax will be deducted according to his/her shareholding.

If the share is not ascertainable then each account holder will be assumed to hold equal proportion of shares and the deduction will be made accordingly. Therefore, in order to avoid deduction of tax at a higher rate, the joint account holders are requested to provide the below mentioned details of their shareholding to the Share Registrar of the Company latest by the Annual General Meeting date.

Folio No. /

Total

Name of Principal

Share

Name of Joint

Share

CDC Account No.

No. of Shares

Shareholder and CNIC #

Holding

Shareholders and CNIC #

Holding

Valid Tax Exemption Certificate for Exemption from Withholding Tax

A valid tax exemption certificate is necessary for exemption from the deduction of withholding tax under Section 150 of the Income Tax Ordinance, 2001. Members who qualify under Clause 47B of Part IV of the Second Schedule to the Income Tax Ordinance, 2001 and wish to seek an exemption must provide a copy of their valid tax exemption certificate to the Shares Registrar prior to the date of commencement of Book closure otherwise tax will be deducted according to the applicable law.

7. Unclaimed Dividend / Shares under Section 244 of the Companies Act, 2017:

An updated list for unclaimed dividend / shares of the Company is available on the Company's website i.e., www.interloop-pk.com.These are unclaimed dividend / shares, which have remained unclaimed or unpaid for a period of three (3) years from the date these have become due and payable.

Shareholders are requested to ensure that their claims for unclaimed dividend and share are lodged promptly. Shareholders, who by any reason, could not claim their dividend, if any, are advised to contact our Share Registrar M/s. CDC Share Registrar Services Limited, CDC House, 99 -B, Block B, S.M.C.H.S., Main Shahrah-e- Faisal, Karachi-74400 and collect

  • enquire about their unclaimed dividend, if any. Incase no claim is lodged, the Company shall proceed to deposit the unclaimed/unpaid Account and shares with the Federal Government pursuant to the provision of Section 244 (2) of

Companies Act, 2017.

8. Consent for video conference facility:

Pursuant to Section 132(2) & section 134(b) of the Companies Act, 2017, if the Company receives a consent form from the Shareholders holding aggregate 10% or more shareholding residing at geographical location to participate in the meeting through video conference at least seven (7) days prior to the date of meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. To avail this facility please provide following information and submit to registered office of the Company:

I / We, __________________________________ of _________________, being a member of Interloop Limited, holder of

__________________________ ordinary share(s) as per Registered Folio / CDC Account No. ______________________ hereby

opt for video conference facility at ______________________.

___________________

Signature of Member

9. Declaration for exemption of Zakat:

In order to claim exemption from compulsory deduction of Zakat, Shareholders are requested to submit a notarized copy of Zakat Declaration Form "CZ-50" on Non-Judicial Stamp Paper of appropriate value to the Share Registrar, M/s. CDC Share Registrar Services Limited, of the Company before the closed of share transfer books. In case shares are held in scripless form such Zakat Declaration Form (CZ -50) must be uploaded in the CDC account of the Shareholder, through their Participant / Investor Account Services. Further, Non-Muslim Shareholders are also required to file Solemn Affirmation with the Share Registrar of the Company in case of shares are held in physical certificates or with CDC Participant / Investor Account Services in case shares are in scripless form. No exemption from deduction of zakat will be allowed unless the above documents complete in all aspects have been made available as above. Moreover, shareholders are also requested to promptly notify any changes in their registered address.

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