Notice of Annual General Meeting - FY 2025

Ref: MEL/AGM/2025 September 25, 2025

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road Karachi.

By PUCARS & Courier

Dear Sir,

Please find attached copy of the Notice of the Annual General Meeting (the Notice) of Mughal Energy Limited ("Company") to be held on Saturday October 18, 2025 at 11:45 am at Auditorium of LSE Capital Limited, Basement No. 2, LSE Plaza, 19-Khayaban-e-Aiwan-e-Iqbal, Lahore prior to its dispatch to the shareholders, for circulation amongst the TRE Certificate Holders of the Exchange, along with copy of the Notice to be published in Business Recorder (English) and Nawa-i-Waqt (Urdu) on Friday, September 26, 2025.

Yours Sincerely,

For MUGHAL ENERGY LIMITED

(Company Secretary)

CC: The Director / HOD

(Surveillance, Supervision and Enforcement Department), Securities & Exchange Commission of Pakistan, Islamabad.

PRINTED MATTER

MUGHAL ENERGY LIMITED

MUGHAL ENERGY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 13th Annual General Meeting (the Meeting) of the members (Ordinary and Class-B) MUGHAL ENERGY LIMITED (the Company) will be held on October 18, 2025 at 11:45 a.m. at Auditorium of LSE Capital Limited, Basement No. 02, LSE Plaza 19-Khayaban-e-Aiwan-Iqbal, Lahore to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company together with the Chairman's Review Report, the Directors' Report and the Auditor's Reports thereon for the year ended June 30, 2025.

2. To appoint auditors and fix their remuneration for the year ending June 30, 2026.

A notice referred to in sub-section (2) of section 246 of the Companies Act, 2017 is hereby given to the members that, the Board of Directors upon recommendation of the Audit Committee has recommended the name of M/s. Muniff Ziauddin & Co., Chartered Accountants the retiring auditors, for re-appointment as external auditors of the Company after obtaining their consent.

SPECIAL BUSINESS

1. To consider and, if deemed fit, approve and ratify the transactions already executed and to be executed with related parties, by passing of special resolutions as proposed in the statement under section 134(3) of the Companies Act 2017 annexed to the notice of the Meeting.

Statement of material facts as required under section 134(3) of the Companies Act, 2017 is annexed.

By Order of the Board

-sd-

Muhammad Fahad Hafeez

Lahore: September 25, 2025 Company Secretary

NOTES:

1. CLOSURE OF SHARE TRANSFER BOOKS:

   The share transfer books (Ordinary and Class-B) of the Company will remain closed from October 09, 2025 to October 18, 2025 (both days inclusive). Central Depository System (CDS) Transaction IDs received in order by the Company's share registrar, M/s. Digital Custodian Company Limited, 4th Floor, Perdesi House, Old Queens Road, Karachi, up to the close of business on October 08, 2025, will be considered in time for the entitlement of the members (Ordinary and Class-B) to participate and vote at the Meeting.

2. PARTICIPATION / PROXIES:

   A member of the Company entitled to participate and vote at this Meeting may appoint any other member of the Company as his/her proxy to participate, speak and vote on his/her behalf at the Meeting. A member shall not be entitled

   to appoint more than one proxy. The instrument appointing a proxy must be properly filled-in/executed and in order to be valid, must be received at the share registrar office of the Company, not later than forty-eight (48) hours before the time scheduled for the Meeting. Attested copy of Computerized National Identity Card (CNIC)/ Smart National Identity Card (SNIC) of the member appointing the proxy shall be attached with the instrument. An instrument of proxy applicable for the Meeting is being provided with the notice being sent to members. Further, copies of the instrument of proxy may also be obtained from the registered office of the Company during normal office hours or downloaded from the Company's website: https://www.mughalenergy.com.pk. A company or a corporation being a member of the Company may appoint a representative through a resolution of its board of directors for attending and voting at the Meeting. Members,

   
   
   

   02

   who have deposited their shares into Central Depositary Company of Pakistan Limited, are further advised to follow the guidelines as laid down by the SECP vide Circular No. 1 of 2000.

   Pursuant to section 132(2) of the Companies Act, 2017, if the Company receives a request from members holding an aggregate 10% or more shareholding residing in a city, such members may request a video conferencing facility for the purposes of participating in the Meeting at such a location by sending a request to the Company at least seven (07) days prior to the date of the Meeting, the Company will arrange video conference facility in that city subject to the availability of such facility in that city.

   Members are also being provided with the facility to participate in the meeting through electronic means via Zoom video-link. Accordingly, interested members are requested to get themselves registered by sending their particulars at the designated e-mail address fahadhafeez@mughalsteel. com, giving particulars as per below table latest by the close of business hours (5:00 PM) on October 14, 2025.

   Name of Member	CNIC No./ NTN No.	CDC Participant ID/Folio No.	Cell No	Registered email address

   Members, who are registered, after the necessary verification, will be provided a Zoom video-link by the Company on the same e-mail address that they e-mail the Company with. The login facility will be provided on the day of the Meeting and will remain open from 11:45AM till the end of the Meeting. Only those members whose names appear in the register of members as of October 08, 2025 will be entitled to participate.

3. POSTAL BALLOT FACILITY:

   In accordance with the Companies (Postal Ballot) Regulations, 2018, the right to vote through electronic voting facility and voting by post shall be provided to members of the Company for all businesses classified as special business under the Companies Act, 2017 in the manner and subject to conditions contained in the said Regulations.

4. GIFTS AT THE MEETING:

   As per SRO 452 (I)/2025 no gifts will be distributed at the meeting.

5. STATUTORY CODE OF CONDUCT AT GENERAL MEETINGS

   Shareholders are advised to adhere to the Code of Conduct as provided in Section 215 of the Companies Act, 2017 and Regulation 28 of the Companies (General Provisions and Forms) Regulations, 2018. Shareholders are further advised to a take note of meeting etiquettes as prescribed in the Guidelines for Professional Conduct in General Meetings (the ''Guide'') issued by SECP.

6. GENERAL:

   1. Members should have their address/ email addresses updated with their relevant Participant/CDC account services.

   2. The Company has placed the Audited Annual Financial Statements for the year ended June 30, 2025 along with the Reports thereon on its website: https://www.mughalenergy.com.pk and the same are also electronically available on PUCARS system of the Pakistan Stock Exchange Limited and can also be downloaded/viewed from the

      following QR code and weblink:

      https://mughalenergy.com.pk/ financials/

      The same has also been emailed to those members who had provided their email addresses.

   3. The notice of AGM has been placed on Company's website: www. mughalenergy.com.pk and in addition to being dispatched in hard, has also been sent via email to those members who had provided their email addresses.

   4. For any query/problem/information, the investors may contact Mr. Zeeshan Ejaz at +92-42-35960841 and e-mail address: fahadhafeez@mughalsteel. com and/or M/s. Digital Custodian Company Limited, 4th Floor, Perdesi House, Old Queens Road, Karachi, e-mail address: share.registrar@ digitalcustodian.com.

MUGHAL ENERGY LIMITED 03

STATEMENT OF MATERIAL FACTS AS REQUIRED UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 IN RESPECT OF SPECIAL BUSINESS TO BE TRANSACTED AT THE FORTHCOMING ANNUAL GENERAL MEETING IS APPENDED BELOW:

This statement sets out the material facts concerning the special business listed at agenda item 3, to be transacted at the forthcoming Annual General Meeting of the Company to be held on October 18, 2025 at 11:45 a.m. at Auditorium of LSE Capital Limited, Basement No. 02, LSE Plaza 19-Khayaban-e-Aiwan-Iqbal, Lahore.

AGENDA ITEM NO. 3.

During the year, there were transactions entered into by the Company with related parties. However, since some or majority of Company's directors were directly or indirectly interested in these transactions due to their common directorship and/or holding of shares in the related parties, the quorum of directors could not be formed for approval of these transactions. All related party transactions are carried out at arm's length in accordance with the Company policy and comply with legal requirements.

Accordingly, these transactions, as disclosed in the relevant notes to the financial statements along with names, description and amounts, are being placed before the members for their approval/ratification by passing the following draft / proposed special resolutions with or without modifications.

It is expected that the Company may be conducting related party transactions in the upcoming financial year as well, wherein, some or majority of directors are expected to be interested in due to their relationships, common directorship and shareholding in these related parties. The members are informed that it is not possible to make estimate of the quantum of related party transactions to be undertaken in the period ending June 30, 2026, which depends on case-to-case basis, however, the Company will present the actual figures for subsequent ratification and confirmation by the members, at the next annual general meeting. Based on the above, approval of the members is also sought to authorize the Company to enter into such transactions with related parties during the ensuing year ending June 30, 2026 and further grant power to the Board to periodically review and approve such transactions based on the recommendation of the Board Audit Committee by passing the following special resolutions with or without modifications.

The following persons were directors of the Company during the year and are/may be interested directly / indirectly due to their relationships, common directorship and shareholding in respect of the above:

1. Mr. Mirza Javed Iqbal 2. Mr. Khurram Javaid

3. Mr. Muhammad Mateen Jamshed 4. Mr. Jamshed Iqbal

5. Mr. Muhammad Sayyam 6. Mr. Fahad Javaid

7. Mr. Waleed Bin Tariq Mughal

04

MUGHAL ENERGY LIMITED

FORM OF PROXY

13th ANNUAL GENERAL MEETING

I/We , being member(s) of Mughal Energy Limited and holder of Ordinary Shares as per Folio No. CDC Participation ID # and Sub Account # /CDC Investor Account ID # and/or holder of Ordinary Class-B shares as per Folio No. CDC Participation ID # and Sub Account #

/CDC Investor Account ID # do hereby appoint

of or failing him/her of having Folio No. CDC Participation ID # and Sub Account # / CDC Investor Account ID # as my/our proxy to attend, speak and vote for me/us and on my/ our behalf at the Annual General Meeting of Mughal Energy Limited scheduled to be held on October 18, 2025 at 11:45 a.m. At Lahore Auditorium of LSE Capital Limited, Basement No. 02, LSE Plaza 19-Khayaban-e-Aiwan-Iqbal, Lahore and at any adjournment thereof.

At witness my/our hand this day of 2025.

1. Signature Name

   C.N.I.C

   Address

2. Signature Name

C.N.I.C

Address

Members' Signature

(This Signature should agree with the specimen signature with the company)

Notes:

1. A member entitled to attend and vote at this meeting may appoint any other member as his / her proxy to attend, speak and vote instead of him / her. A proxy must be a member of the Company.

2. A member shall not be entitled to appoint more than one proxy.

3. The instrument appointing a proxy must be duly signed and witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.

4. Attested copies of the CNIC or the Passport of beneficial owners and the proxy shall be furnished along with the proxy form. In case of corporate entity, the board's resolution/power of attorney with specimen signature shall be furnished along with the proxy form.

5. Proxies in order to be valid, must be received at the Share Registrar office of the Company, M/s. Digital Custodian Company Limited, 4th Floor, Perdesi House, Old Queens Road, Karachi not later than forty-eight (48) hours before the time scheduled for the meeting.

50/-

PRITED MATTER

If undelivered please return to Mughal Energy Limited

31-A, Shadman-1, Lahore

N‹Xice is heeby given that the 13tt Aiirual Gerwal Meeting {the Meetn9) of the rriernbers I0rdinay and Class-B) of xUGMLENERGY L¥itITED (Ihe Company) Al be Idd:on October 18, 2025 at 11:45 a.m. at Au6rBtium Of LSE GapfBl LimiBd. Basement NO. 02, LGE Plaza JO-Khc/aban-e-Aiwan Iqbal, Lahore to fmnsa:tttefoIbwirigbusiness!

ORDINARY BUSINESS:

1. To receive, corisider and adopt the. audited financial statanenls of the Company Together wilh'the Ghairman's'Review Repalt, the DinxJor6' Report and the Auditor's Reporlsthereon for the year ended June 30,2025.

2. ToappointauditorsandfixtheirremuneraIionfortheparendingJune'30,20Z6.

Anotice ieferrad Din sub-sectiofi(2) of8action 246 of the Cmpanies Acl, 20t7 is hereby §iven toIfia members that theBoardofEXrectors upon/ecamrrieridaIionoftheAuditCrmmlIIeehas rccommendea thenaneoIN/s. MuniflZiauddin8 Co.. CharteredAccounlanBtheretnngavditas, forre-appoinlment ase temaleuditorsofthe Company alteroblaining their conserrL

SPECIALBUBINESS:

1. Toaxskler and; ifdeemed f‹L approve andra£fylhe transactions already exeoJtedand lobeexeculed With IBM p8ftiB6, bg gd9sitlg .of Bul f660luti0n6 BG $r0q'088d ill th6 Btdtg/TleIll rIi1dtT gaCti0rl 13d(3)ofthe CompaniesAct 2017 annexed lathe noticeofthe MetLng.

Statement of materid fatb.as mjujred un0er w in 134(3) of tt›e Câmoaniés Act 2017 relating to ke above mentioned special busies, has beeñsentb IheMembers alongwith N0éce:

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By Ordef of Cha 8oetd

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1. CLOSURE OF BHARE TRANSFER BOOKB(OROINARYANDCLASS•B):

   The shara transferfx›oks(Ordinary and Class-B) oflhe Company willremain ctosed'from'October 09; 2025 to October 18, 2025'(boIh days' Inclusive). Cantral Depository System (CDO) Transaction lDe received in order by the Company's share'regist/ar, Mls. Digital Custodian Company Limited, 4thFloor, PUdesi H0MS , Old Ofl0008 R08d, K8£B hi, Ing' l0:tfI8:C106g'0f bLI6In054'00 O0t06'gr 8, 2025, Will* be oonsideted intime for theenttlement ofIMmembers(Ordinary and Class-B) topertiopâte and vote at

2. fiARTIClPATION PROXIES:

   A member of the Company entitled to. participate and vote at tli4s Meetng may appoint any other memb.er of the:Company as his/her proxy u participate, speak and vole on"his/Inr bahalf at the Meeting. A member shall not be entitled to ap'point more than one'proxy. The instrument appointing a proiy must Sa j ñy fllKNekouted:ana in order u be bald, muat ba teoalña at kt star regs.Par office of the Company, not Inter than forty-eight (48) hours before the time scheduled for the Meeting. Attested copy of Com'putenzed National Identify Card {CNIC}/ Smart National Identity Card (SNIC) of the member appointing the pmxy shall be attached wilh the instrument. An instrument of proxy applicable fbr the Meeting is bekig provided wilh Ihe notice being.sent to members. Furlhw, co iesoflheinstrumeMofpfoxyrrayahobeobtained fro+rttheregistcWolticeoftheCompanyduring natural ofâce hours or do¥mloaded horn Ihe. Company's website: v/y/y/JILu{tllBtg0igg k. Acorrpa›yor 8 corporation bev›g 8 member of Ihe Company may.appoint a represenBtive thri›ugh a resolution of ib board of diréctoré for attending and yding. at the .Meeting. Members, who haYe deposited their shales hto Central Dapositary Company of Pattislan LImited, are further advisedB followlie guidelinesaslaid dam by the SECP vide CircumNo. 1 of 2000.

   Pursuanto sectan 32l2)ofIhe Co'mpariiesAct 20T7, iffha Company erases a axiuestfro+r rnerd›ers hddi an a$gregao 10d ormore sharehold ngreeng fna c g such members met reqve8ta v dco conferencing faâity for the purposes of parlicipatiñg in the Meetng at stich a |ccaIion' by sending a roguesI to the. Compariy ât least seven f07) days prior b the date of the Meeting, the Camping will arrange yideo confe'rence facility in hatcity subjecttdtheaiaiIaI›iiiIyofsu4 larñity in that'city.

   Members are also being pmvided iiththefañlitytoparti pas inthe meefnp ihinugfi eitcmnic means via Zoom video•iifit. Amordi*gly, Interacted mambas are regulated to pal thernsaivas registered by sendhg Ifieir parliailae ai tla designated e- uii address fahadhafeez@mughalsteel.oom, givlng

   
   
   

   M8Mb0/4', Wh0BE fl0g gtgfl6'd ¥ft6£ th6 0000858s ¥0TIfC0I Oft '/I I b8 gt0/Id8d 8 ZOOfTI YidgO-I I1k b'/ th6 Company on Ihe seme e-mail address thai Ihey evil the Company wilh. The login facility drill be p vded or' Ihe.daydIhe Meafng and will remain open from 11:45 AMlili theend oflhe.Meaning. Only tho'se membam who'ee'namig appear inIfie sterof members asof Oclobar 08, 2025r8l be entitled b"partiñipateattheMe9linglia2oom-videoliñk.

3. POSTAL BALLOT FACILITY:

   In fldg06 With Ih*é CO Ig'8MgS (P0St8l 8aI|ot) R0gUl8ti00S, 2018, tbg right B ¥0tg th/QUgh elemronic voling facility and voting by post shall be provided B members of lhe Company for all businesses dacs4ied.es special business under theCompanies Act, 2017 in fhe manner and subject to c ndiéonscontainedin theRegulations.

4. GIFTS AT THE MEETING

   AsperSRO452fI)/2025 no gifts will be dist1tx/tedalth'e meeting.

5. STATUTORY CODE OF.CONDUCTAT GENERAL MEETINGS

   Shareholders are ad+ised to adhere la Ihe Code of Co+idud as pro'ride'd in Geclir+I 215.of .the Compailies Ad, 2017 and Reg'uIatk›n 28 of the .Companies (Gaieral Prorisiol end Frxrm) Regulati0ns. 2018. Sherehddefsaefurtherad*udto.a fete note of seeing etiquettes as prescribed inI eGuidelinea IorProle8sionalCondud inGeneulMeek1gs (the "mide"›i&6ued by SEGP.

6. GENERAL:

   1. klember8 ah'ouId haYetheiraddress/emai addresses updated wilh their relevant Partlcip8nt/CDC

   2. The Company has placed the AudledAnnual Financid Staterrerslor the year ended June 30, 2025 along with he ReporlB thereon on ib:website: https://www.mughalenergy.com.pk and the same are also electronically available on PUGARS system of the Pakistan Sk+ck Ex&anga Limited and can dso bedovntoaded/viewed fro'mIhe fdlawing QR code and webiinh:

      
      
      

      hape://mughafenergy.cam.pk/financlalsl

      Theumahasalso been emailedtothosemernberswhohad provided Ifieir emailaddRues

   3. The notice of AGM Ias'been piaced on Company:'s website: https://www.nughabriergy.am.pt an'd in 'addition D t›eing dispatched in hard, has âbo been sent via emBi1 B lhose members who had provided theiremai! eddresl:

   4. For any q»erylproderr/inDrmaioa, ihe Investas may axiiact Mi. Zeeshari Ejaz at +92-42-

35960841 and email address! fah h and/e is. DigiBl Custodian

.Company Limited, 4th Flo‹x, P.erdesi House. Old CKieens Rgad, Karachi, e-mail address!

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