Ismail Industries LimitedPSX: ISIL

Filing of Certified Copy of Resolution Passed by the Members

· Issued by Ismail Industries Limited

Confectionery Division

ISMAIL INDUSTRIES LIMITED



tfiaaâ Office: 17 Banfiido/edown, Nain Shahrah-e-haM, Karachi 75350, Pakistan Tel: +92 21 3431}|70-77, 34370056-68 Fax: +92 21 34S4i094

October 08, 2025

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building Stock Exchange Road Karachi

CERTIFIED COPY OF RESOLUTIONS PASSED BY THE MEMBERS OF THE COMPANY AT THE 37 ANNUAL GENERAL MEETING

Dear Sir,

In accordance with the Clause 5.6.9 (b) of the Rule Book of Pakistan Stock Exchange, please find enclosed herewith the resolutions passed by the Members at the 37t Annual General Meeting of the Company held on October 08, 2025, duly certified by the Company Secretary, for information/record.

Regards,

For Ismail Industries Limits

Abdul Basit

""' D

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Company Secretary

Encl: As above



Rcloy: C-250 241, H 1 T.E., DC. Lasbela, Balmhisian. Pakistan. Tel: *92 853 302526, 302392 Fax: +92 W 302527

E-mail: info(cismailindustries.com : https://www.ismadindustries.com.pk

ISNAIL

RIES



Head Otfice: t7 Bangalore Town, Main Shahrah-e-Faisal, Karachi 75350, Pakistan Tel: +92 21 34311170-77, 3437£D56-68 Fax: *92 21 34541094

CERTIFIED COPY OF THE RESOLUTIONS PASSED BY THE MEMBERS OF ISMAIL INDUSTRIES LIMITED AT THE 37" ANNUAL GENERAL MEETING

The following resolutions were passed by the Members of the Company in the Annual General Meeting held on October 08, 2025:

ORDINARY BUSINESS:

  1. RESOLVED THAT the minutes of the last Annual General Meeting held on October 09, 2024 be and are hereby approved.

  2. RESOLVED THAT the Annual Audited Financial Statements of the Company for the year ended June 30, 2025 together with the Directors' and Auditors' Reports thereon, be and are hereby approved.

  3. RESOLVED THAT the payment of final cash dividend @ SOP» i.e. Rs. 5/- per share as recommended by the Board of Directors of the Company for the year ended June 30, 202S be and hereby approved.

  4. RESOLVED THAT M/s. Grant Thornton Anjum Rahman, Chartered Accountants be and are hereby re-appointed as Auditors of the Company for the year ending June 30, 2026 and the Board of Directors be and are hereby authorized to fix their remuneration.

  5. RESOLVED THAT since the number of persons who have offered themselves to be elected is not more than the number of Directors fixed by the Board under sub-section (1) of section 159 of the Companies Act, 2017, the following named seven candidates shall be deemed to be elected as Directors be and are hereby confirmed.

    1. Mr Muhammad M. Ismail

      3. Mr Munsarim Saifullah

      5. Mr. Ahmed Muhammad

      7. Ms. Tasneem Yusuf

      SPECIAL BUSINESS:

    2. Mr. Maqsood Ismail

4. Mr Hamid Maqsood Ismail

6. Mr Muhammad Zain

  1. RESOLVED THAT transaction carried out in normal course of business with Related Parties during the year ended June 30, 2025 as disclosed in the note no. 45 of the unconsolidated financial statements be and are hereby ratified and approved.

    sT@/

    for the finan‹



  2. RESOLVED THAT the Board of Directors of the Company be and are hereby authorized to

    Confectionery Division

    ISMAIL INDUSTRIES LIMITED



    Head Office: 17 Bangalore Town, Main Shahrah<-Faisal, Karachi - 7S3S0, Stan. Tel: *92 21 34311170-77. 34370056 68 tax: +92 21 34541094

    FURTHER RESOLVED THAT these transactions as approved by the Board shall be deemed to be approved by the shareholders and shall be placed before the shareholders in the next Annual General Meeting of the Company for their formal ratification/approval.

  3. To consider and if deemed fit, to pass with or without modification(s), addition(s) or deletion(s) the following special resolution(s) (in accordance with Section 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017) for the following acts by the Company:

    1. RESOLVED THAT the Company be and is hereby authorized, to further enhance the quantum of long-term equity investment in its subsidiary company M/s Ismail Resin (Private) Limited by Rs. 2,000,000,000/- (Rupees: Two billion) for strategic business development.

    2. RESOLVED THAT to further extend the amount of financial assistance and Cross Corporate Guarantee amount by Rs. 6,000,000,000/- (Rupees: Six billion) to the lenders of its subsidiary M/s. Ismail Resin (Private) Limited, be and is hereby approved.

    3. RESOLVED THAT the Company be and is hereby authorized, to renew an intercompany loan extended to its subsidiary, M/s Ismail Resin (Private) Limited, as approved by the shareholders in Annual General Meeting of the Company held on October 23, 2023 aggregate amount of Rs. 8,000,000,000 (Rupees: Eight billion), for a period of further one year as per approved terms and conditions.

    4. RESOLVED THAT the Company be and is hereby authorized, to renew and enhance an intercompany loan extended to its subsidiary, M/s Hudson Pfiarma (Private) Limited, from Rs. 1,500,000,000 (Rupees: One billion five hundred million) to Rs. 2,000,000,000/- (Rupees: Two billion) for a period of one year from the date of the special resolution, which may be renewed yearly by the Company for up to the remaining three consecutive years.

    5. RESOLVED THAT the Company be and is hereby authorized, to renew an intercompany loan extended to its associate, M/s. Innovita Nutrition (Private) Limited, as approved by the shareholders in Annual General Meeting of the Company held on October 23, 2023 aggregate amount of Rs. 1,000,000,000 (Rupees: One billion), for a period of further one year as per approved terms and conditions.



ISi4AIE

TRIES



Head Ofilce: 17 8angaiore Town, Main Shahrah+Faisai, Karachi 7Si50, Pdkistan.

Tel: +92 21 34311170-77, 3437tDS6-68 Fax: +92 21 34541094

  1. RESOLVED THAT to provide financial assistance to its subsidiary company Mls. Bisconni Middle East Manufacturing LLC in Abu Dhabi, UAE by way of Corporate Cross Guarantee to the extent of AED 80,000,000/- (AED: Eighty million) in favor of Banks/Financial Institutions to secure the banking facilities extended to M/s. Bisconni Middle East Manufacturing LLC, be and are hereby approved.

  2. RESOLVED THAT the Company be and is hereby authorized, to establish / set-up a wholly owned subsidiary of the Company in Spain, Europe ("Subsidiary") to the extent in PKR equivalent to US fS00,000/-(USD: Five hundred thousand). This strategic decision marks a significant milestone in the company's long-term vision to expand its global footprint and establish its leading brands in the international market.

FURTHER RESOLVED THAT the Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company be and are hereby singly authorized to execute and deliver all necessary deeds, agreements, declarations, undertakings, documents and take any and/or all actions to implement and give effect to above resolutions and to complete any or all required corporate and necessary legal formalities for the purpose of implementation of above resolutions.

CERTIFIED THAT THE ABOVE IS A TRUE COPY OF RESOLUTIONS PASSED ON OCTOBER 8, 2025





Factory: C-230-241, H.I.T.E., Dish. Lasbela, Balochistan, PbIbstan. Tel: +92 853 30Z526, 30Z392 I x: +92 853 302527

E-eiail: info%ismailindustfio com Web: .ismailindustries.com ph

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