Towellers Ltd.PSX: TOWL

Notice of Annual General Meeting 2025

· Issued by Towellers Ltd.

TowellersLimited



9

TOWELLERS HOUSE,

W.S.A 30-31, BLOCK 1, FEOERAL 'B' AREA,

KARACHI-75950, PAKISTAN

+92-21-36322500

36325500, 36323434

36323100, 36326600



*92-21-36314884 *92-324-82823?'1

*92-301-8240064

towellers@towellers.com

https://www.towellers.com

October 2'd 2025

The General Manager

Pakistan Stocl‹ Exchange Limited Stock Exchange Building

Stoclc Exchange Road.

Karachi

Subject: Notice of the AuntieI General flfeetinq prior to heir Putfication and disputed to theshareholders.

Dear Sir

Enclosed please find a copy of the Notice of our Annual General Meeting to be held on Tuesday October 28"' 2025 at 3:30 p.m. which will be published in daily Business Recorder (English) and Nai-Baat (Urdu) combined editions Karachi/Lahore/Islamabad on Friday October 3'd 2025, foi circulation amongst the TRE Certificate Holders of the Exchange.

Yours sincerely,

M. Farhan Adil



For Towellers Limited

C.C. Dir ector HOD SECP THK Associates Pvt Ltd

Head of Operation CDC Pakistan



TowetlersLimited



TOWELLERS HOUSE,

W.S.A 30-31, BLOCK 1, FEDERAL 'B' AREA,

KARACHI-75950, PAKISTAN

+92-21-36322500

36325500, 36323434

36323100, 36326600

*92-21-36314884 +92-324-8282371

+92-301-8240064

towellers@towellers.com https://www.toweIIers.com

TOWELLERS LIMITED

Notice of Annual General Meeting.

Notlce is hereby given that the Fifty Second 52nd Annual General Meeting of the Shareholders of Towellers limited will be held on Tuesday October 28'1 2025 at 3:30 p.m at the Registered Office of the Company at W.S.A. 30-31, Bloch #1, Federal B Aiea Karachi and through video Linlc facility to transact the following business:

ORDINARY BUSINESS:

  1. To confii'm the minutes of the 51st Annual General Meeting held on October 25"' 2024.

  2. To receive and adopt the Audited Statements of Accounts for the year ended June 30"' 2025 together with Chairman Review, Director's and Auditor's i'eports thereon.

  3. To appoint Auditors for the ensuing year and fix their i emuneration.

    OTHERS BUSINESS:

    oi'dei of the Boat'd

    M. Farhan Adil Company Secretary



  4. Any other business with the permission of the Chair.

Itaiachi: September 29"' 2025.

NOTES:

  1. The Share Transfer Books of the Company will remain closed from October 21st2025 to October 28t" 2025 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar Mls THK Associates (Pvt) Limited, 32-C, Jami Commercial Street 2, D.H.A Phase V11, Karachi, 75950 by close of business on Monday 20"', October 2025 will be treated as being in time to attend and vote at the meeting.

  2. A member entitled to attend and vote at this AGM may appoint anothet member as lits/her ptoxy to attend the lTleeting and vote instead of him/her, Proxies in order to be effective must be received by the Company not later than 48 hours before the meeting or emailed at farhan?r!io vclJci s.c‹ ii. Form of proxy is annexed to this notice and attached in the Annual Report, which is also available on the Company's website.

  3. CDC Account Holdeis will further have to follow the under mentioned guidelines as laid down in Ciicular # 1 dated January 26, 2000 issued by the Secui ities and Exchange Commission of Pakistan.

  4. In ordei to maximize the member's participation, the company is convening this AGM via video link in addition to holding physical meeting with shareholders .Accordingly those members and participants who desire online participation in the AGM are requested to register themselves by sending an email along with following particulars and valid copy of theii CNIC at r'.ii hon ‹i,t‹» 11 ..‹'‹›ir with subject of "Registration for TOWL AGM 2025 not less than 48 hour's before the time of the meeting. Name of Shareholder, CNIC No, Folio No/CDC Account No, Mobile No, Email Address. Video Lima to join the AGM will be shaied with only those members whose emails, containing all the required and correct particulars, are received at iiii horn"‹i lo‹›‹ 11‹ 's.c‹›in.

  5. Undei the second provision of Section 242 of the Companies Act, 2017, llsted companies are required to pay cash dividend to its shareholders only through electronic mode diiectly into bank account designated by the entitled shareholders. Accordingly, the Shareholders are requested to fill in Electronic Credit Mandate Form available on Company's website and send the duly signed form along with a copy of CNIC/NTN to out Shai e Registiar in case of physical shares. In case shares held in CDC then Electronic Cledit Mandate Form must be submitted directly to shareholders biokei/participant/CDC account services. In case of non-receipt of IBAN detail, the Company will be constrained to withhold payment of dividend undei Companies (Distr ibution of Dividend) Regulations, 2017.

  6. Shaieholdeis, who by any reason, could not claim theii dividend/shares if any are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend/shares, if any.In compliance with Section 244 of the Companies Act, 20.17, after having completed the stipulated pioceduie, all such dividend outstanding for' a period of 3 years or more from the date due and payable shall be deposited to the Federal Government in case of Unclaimed dividend and in case of shares, shall be deliver ed to the SECP.

  7. The SECP through its letter No. CSD/ED/Misc/2016-639-640 dated March 26, 2021 has advised listed companies to adhere to provisions of Section 72 of the Companies Act, 2017 by replacing physical shares issued by them into boom ently form, shareholders, who hold physical shares, are advised to convert theil shares into electronic fol'm in terms of section 72 of the Companies Act, 2017.

  8. The Company has circulated Audited Financial Statements to its members through QR-enabled code with weblinl‹ at their registered email addresses,. Printed copy of the same can be provided to the members upon request. The Audited Financial Statements of the Company for the year ended June 30, 2025, have also been available on the Company's website .

  9. Pursuant to the provisions of Income Tax Ordinance, 2001, different iates aie prescribed for deduction of withholding tax on the amount of dividend paid by the companies, as undei .

    For filers of income tax returns

    15%

    For non-filers of income tax returns

    30%

  10. To comply with vai ious statutory requirements, and to avoid any non- compliance of law in future, all shareholders are hereby advised to coordinate/update their records with their respective Participants/CDC Investor Account Services /Shaie Registrar are as undel.

    Submission of copies of their valid/updated CNIC/NTN/Zal‹at Declaration/Exemption Four/Tax Exemption Certificate, valid banlc Account detail/IBAN for future cash Dividend, In terms of section 119 of the Companies Act 2017 and Regulation 47 of the Companies Regulations, 2024, including Mobile Number/ Land line Number and email Address, Promptly notify any change in mailing address, by wi iting to the office of Towellers Share Registrar.

  11. No gifts /coupons shall be distributed during the Annual General Meeting, tlii ough its Circular 2 of 2018 dated February 9, 2018/ oi vide its S.R.O. 452(1)/2025 dated March 17, 2025.



@ TOWELLERS LIMITED

Notice is hereby glven that the Fifty Second 52nd Annual General Meeting of the Shareholders of Towellers limited will de held on Tuesday October 28th 2025 at 3:30

p.m at the Registered Office of he Company at W.S.A. 30-31, Block #1, Federal B Area Karachi and through vidaoLink facility o transact the following business:

ORDINARY BUSINESS:
  1. To confirm the minutes of lhe 51st Annual General Meeting heldon October 25th 2024.

  2. To receive and adopt the Audited Statements ofAccounts for the year ended June 30th 2025 together with Chairman Review, Director's and Auditor's reports thereon.

  3. To appoint Auditors for the ensuing year and fix their remuneration.

    OTHERS BUSINESS:
  4. Any other business wilh the permission of the Chair.

Karachi:

September 29th 2020 NOTES:

By order of the Board

M. Farhan Adll Company Secretary

  1. The Share Transfer Books of lhe Company willremain closod from October 21st 2025

    to Oclober 26lh 2025 (both days Inclusive). Transfers received in order at the office of the Company's Share Registrar Mls THK Associates (Pvt) Limited, 32-C, Jami Commercial Slreet 2, D.H.A Phase V11, Karachi, 75950 by close of business on Monday 20tñ, October 2025 will be treated as being in lime to altend and vote at the meeting.

  2. A member enlltlad to attend and vole at this AGM may appoint another mamber as

    his/Ier proxy to attend the meeting and vote instead of him/her, Proxies In order to be effective must be received by the Company not laler than 48 hours before the meeting or emailed at farhan@towellers.cmm. Form of proxy is annexed to this notice and attached in tlleAnnual Report, which is also available onlhe Company's website.

  3. CDCAocount Holders will fuñher have to follow the under mentioned guidelines ss laid down In Circular # 1 dated January 26, 2000 Issued by the Securities and Exchange Commission of Pakistan,



  4. In order to maximize the member's participation, the company is convening this AGM via video link in addllion to holding physical meeting with shareholders .Accordingly those members and participants who desire online participation in the AGM are requested to register themselves by sending an amail along wilh following particulars and valid copy of their CNIC at farhan@towellers,com with subject of"Registration for TOWL AGM 2025 not less than 48 hours before the lime of the meeting. Name o! Shareholder, CNIC No. Folio No/CDC Account No, Mobile No, Email Address. Video Link to jofn the AGM will be shared with only those members whose emeils, containing elltherequired and correct particulars. are received at farhan@towellers.com.

  5. Under the second provision of Section 242 of the Companies Act, 2017, listed companies are required topay cash dividend toIts shareholders only through electronic mode directly Into bank account designated by the entitled shareholders. Accordingly, Ihe Shareholders are requested to flll In Electronic Credit Mandate Form available on Company's website and send the duly signed form along with a copy of CNIC/NTN to our Share Registrar In case of physical shares. )n case shares held in CDC lhen Efactronlc Credit Mandate Form must be submitted directly to shareholders broker/participanVCDC account services. In case of non-receipt of IBAN detail, the Company will be constrained to withhold payment of dividend tinder Companies (Distribution of Divldend) Regulations, 2017.





  6. Sharaholders, who by any reason, could not claim their dividend/shares if any are advised to contact our Share Regisrar to collecVenquire about their unclaimed dividend/shares, if any.In compliance with Section 244 of the Companies Act, 2017, after having completed the slfpulaied procedure, all such dividend outstanding for a period of 3 years or more from lhe date due and payable shall be deposited to the Federal Government In case of Unclalmad dividend and in case of shares, shall be delivered to the SECP.

  7. The SECP through› Its letter No. CSD/EDJMisc/2016-639-640 dated March 2G, 2021 has advised listed companies to adhere to provisions of Section 72 of the Companies Act, 2017 by replacing physical sharea iasued by them Into book entry form, shareholders, who hold physical shares, are advised to convert lhelr shares inlo electronic formIn terms of sactlon 72 of the Companies Act, 2017,



8, The Company has circulated Audited Financial Salements toits members through QR-enabled code with webllnk at their registered email addresses,. Printed copy of the same canbeprovided toIhamembers upon request. TheAudiled Financial Statements of the Company (or the year ended June 30, 2025, have also been available on the Company's website .

https://http://www.towellers.com/financial-information.html

9. Pursuant la lhe provisions of lnrome Tax Ordinance, 2001, different rates are prescribed for deduction of withholding tex on the emounl of dividend paid by Ihe companies, as under:

e o e n 15°

fi e c e e ur 30

g. To comply with various slalutory requirements, and to avoid any non-compliance of law In future. all shareholders are hereby advised to coordinate/update their records wilh their respeclive Partlclpans/COC Investor Account Services /Share Registrar are as under:

+



Submission of copies of lhair valid/updated CNIC/NTN/Zakat Daclaration/Exemptlon Form/Tax Exemption Certificate, valld bank Account delail/IBAN for future cash Dividend, In tems of section 119 of the Companies Act 2017 and Reg‹›latlon 47 of Ihe Companias Regulations, 2024, Induding Mobile Number/ Land line Number and email Address, Promptly notify any change In mailing address, by writing to the office of Towellers Share Registrar.

11. No gifts /coupons shall be distributed during lhe Annual Genara! Meeling, through its

Circular 2of 2018 daled February 9, 2018/ or vide its S.R.O. 452(1)/2025 daled March 17, 2025.

English 32x3 Towellers (K/L/l) for 03-10-2025

7.





Urdu 32x3 Towellers (K/L/I) for 03-10-2025

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