KOHC | Kohat Cement Company Limited Auditors Certificate

KPMG Taseer Hadi & Co. Chartered Accountants

351 Shadman-1, Jail Road, Lahore 54000 Pakistan

+92 (42) 111-KPMGTH (576484), Fax +92 (42) 3742 9907

The Chief Financial Officer Kohat Cement Company Limited 37 - P, Gulberg II

Lahore

16 April 2025

Dear Sir,

Our ref LA-IA-128-23

Contact M Rehan Chughtai

Statutory Auditor's Certificate with respect to buy back of 12 million ordinary shares by Kohat Cement Company Limited ("the Company")

We have been requested to provide you with a certificate on the anneKed statement ( Statement containing details about the payments made by the Company with respect to buy-back and cancellation of 12 million ordinary shares") of Kohat Cement Company Limited ( 'the Company") in relation to the buyback of 12 million ordinary shares.

In accordance with Annexure B of the' Procedures for Buy Back of Shares' issued by Central Depository Company of Pakistan Limited (CDC) addressed to the Company's management representative, here in-after referred to as Applicable Procedures", we were required to provide certificate on the following matters:

1. Payment made by the company to the brokers with respect to shares bought back during the period from 23 October 2024 to I I April 2025;

2. Paid-up capital position before cancellation;

3. Number of shares registered in the name of CDC in Issuers' / the Company's books that were cancelled; and

4. Revised paid-up capital after cancellation.

Management Responsibility

It is the management's responsibility to ensure compliance with requirements of Applicable Procedures in connection with the buy back of 12 million ordinary shares.

The management of the Company is also responsible for sufficiency and appropriateness of the procedures to be performed for their purposes and we accept no responsibility with respect to the sufficiency and appropriateness of such procedures performed. Further, we have no obligation to perform any procedures beyond those agreed.

shares" issued by Central Depository Company of

Pakistan £imi'ted

KPMG Taseer Hadi & Co.

Auditor's Responsibility

Our responsibility is to certify the Company s compliance with the matters as mentioned under the Scope of Certificate" above in accordance with 'Giiidclines for Issue of Certit5cates for Special Purposes by Practicing Chartered Accountants fitm' issued by the Institute of Chartered Accountants of Pakistan. However, our verification was limited to procedures mentioned below:

1. Obtained signed copy of the statement from the Company containing details about the payments aggregating to Rs. 4,709,365,225/- made by the Company to the brokers with respect to 12 million ordinary shares bought back by the Company during the period from 23 October 2024 to 11 April 2025 ('the period').

2. Verified the payments aggregating to Rs. 4,709,365,223/- made by the Company to the brokers during the period by tracing individual payment transactions in the account statements of the Company's following Bank Account No:

   United Bank Limited (A/c no. 0109 0002 3832 0035) for Rs. 4,626,722,912

   Habib Bank Limited (A/c no. 0001 7279 7954 6152) for Rs. 82,642,3 13

3. Agreed paid-up capital position i.e. 195.86 1,297 fully paid ordinary shares each having face value of Rs. 10 (before cancellation of 12 million ordinary shares bought back) from the Company's books of account.

4. Checked that 12 million ordinary shares bought back by the Company during the period are registered in the name of CDC on the basis of CDC account balance report dated 15 April 2025 as provided to us by the management.

5. Checked arithmetical accuracy of the Company's calculation about the revised paid-up capital i.e. 183,861,297 fully paid ordinary shares each having face value of Rs 10 after envisaged cancellation of 12 million ordinary shares as stated in the annexed statement.

Based on our procedures mentioned above, we certify that:

1. Payment aggregating to Rs. 4,709,365,225/- was made by the Company to the brokers with respect to 12 million ordinary shares bought back by the Company during the period from 23 October 2024 to 11 April 2025.

2. Paid-up capital position is 195,861,297 fully paid ordinary shares before cancellation each having face value of Rs. 10 per share;

3. Number of shares boup•ht back by the Company i.e. 12 mill ion ordinary shares were registered in the name of CDC; and

4. Revised paid-up capital of the Company shall be 183,861,297 fully paid ordinary shares after cancellation each having face value of Rs. 10 per share.

   
   
   

   Kohat Cenu:nt Company Limited

   Certificate in respect of compli'ance of

   .4nnex ure B of "Proce dures %r hub bac k of shares" issued by Central Deposi'tory Company of

   Pakistan Limited

   KPMG Taseer Hadi & Co.

   This certification engagement is not an assurance engagement. Accordingly, we do not express an opinion or an assurance conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

   Restriction on use and distribution

   This certificate is issued by us in the capacity of statutory auditors of the Company upon request of management for onward submission to CDC in accordance with the Applicable Procedures and is not to be used or distributed to any other party. This certificate is restricted to the facts stated herein and the attached statement.

   
   
   
   
   
   

   The annexed statement has been initialed by us for identification purpose only. Yours sincerely

   3

   
   
   
   COMPANY LIMITED
   
   Statement Containing Details about the Payments Made by the Company with Respect to Buy-Back and Cancellation of 12 Million Ordinary Shares

   In accordance with the Special Resolution passed by the members of KOHAT CEMENT COMPANY LIMITED (the Company) on October 15, 2024 and further in terms of the Regulations 4(2) and 10(b) and of the Listed Companies (Buy-Back of shares) Regulations, 2019 (the Buy-Back Regulations), the Company made a public announcement on October 16, 2024 for Buy-Back of upto 12 Million issued ordinary shares of the Company having face value of Rs 10 each during the purchase period commencing from October 23, 2024.

   In this respect, we confirm as follows:

   1. Effective October 23, 2024 till April 11, 2025, the Company has bought back 12 Million issued ordinary shares of the Company each having face value of Rs 10.

   2. The brokers through which the shares were bought back and to whom the payments were made for onward payment to shareholders in connection thereof are as follows:

      Broker Name	No. of shares bought back	Amount of shares bought back (Rupees)
      Foundation Securities Limited	3,220,000	1,263,701,145
      Topline Securities Limited	8,649,190	3,394,164,454
      BMA Capital Management Ltd.	130,810	51,499,626
      	12,000,000	4,709,365,225

   3. Paid-up capital of the Company was 195,861,297 fully paid ordinary shares each having face value of Rs 10 before buy-back and cancellation of 12 million ordinary shares.

   4. Number of shares bought back by the Company i.e. 12 million ordinary shares were registered in the name of CDC in the Company's Members Register.

   5. Currently 12 million ordinary shares bought back by the Company are held in Investor Account No. 03525-131903-CIA maintained with Central Depository Company of Pakistan Limited (CDC), especially opened for the purposes of buy-back in terms of Regulation 6(b) of the Buy-Back Regulations.

   6. Revised paid-up capital of the Company after the buy-back and cancellation of 12 million ordinary shares is Rs. 183,861,297 fully paid ordinary share having face value of Rs 10.

The Company has duly complied with the requirements of the "Procedure for Buy Back of Shares" issued by CDC.

For and on behalf of Ko

ment Company Limited

Head Office: 37-P, Gulberg II, Lahore - Pakistan

UAN +92-42-11-111-KCCL, (5225) Fax: +92-42-3575-4084, 3587-4990

Web: https://www.kohatcement.com