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Calcorp Limited — AGM Information 2026
Jan 1, 2026
71728_rns_2026-01-01_72a624ca-9d67-4081-9091-dcc7f3cb077f.pdf
AGM Information
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Calcorp Limited
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given to all the members of Calcorp Limited (the “ Company ”) that an Extraordinary General Meeting of the Company will be held on Thursday , January 22, 2026 at 11:00 a.m . at the Auditorium of Pakistan Stock Exchange Limited, Karachi, to transact the following businesses:
Special Business :
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To discuss and pass the special resolutions regarding the change of name of the company from M/s. CALCORP Limited to M/s. ARM GREEN INDUSTRIES LIMITED.
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To discuss and pass the special resolutions regarding amendments/alterations in the principal line of business of the object clause of Memorandum of Association of the Company.
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To discuss and pass the special resolutions for the alteration of the Articles of Association of the Company.
A statement required under section 134(3) of the Act, is annexed to the notice of EGM sent to the Shareholders, posted on website of the Company and sent to Pakistan Stock Exchange Limited.
By Order of the Board
Dated: January 1, 2026
Ilyas Ahmed
Place: Karachi
Company Secretary
Notes:
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Share transfer books of the Company will remain closed from January 19, 2026 to January 22, 2026 (both days inclusive). Transfers received in order at the office of our registrar: F. D. Registrar Services (Pvt.) Limited, (FDRSL) 1705,17th Floor, Saima Trade Tower A, I.I. Chundrigar Road, Karachi, by the close of business on January 16, 2026 will be treated in time for the entitlement to attend and vote at the EGM.
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A member entitled to attend and vote at the meeting may appoint another member as his / her proxy who shall have such rights as respects attending,
speaking and voting at the meeting as are available to a member.
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Members, proxies or nominees shall authenticate their identity by showing their original national identity card or original passport and bring their folio numbers at the time of attending the meeting.
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In order to be effective, the proxy forms must be received at the registered office of the company not later than 48 hours before the meeting, duly signed and stamped and witnessed by two persons with their names, address, CNIC numbers and signatures.
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In the case of individuals, attested copies of CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form and in the case of proxy by a corporate entity, Board of Directors resolution/power of attorney and attested copy of the CNIC or passport of the proxy shall be submitted along with proxy form.
6. Online Participation in the Extraordinary General Meeting
In order to maximize the member’s participation, the Company is convening this EGM via video link in addition to holding physical meeting with shareholders. Accordingly, those members and participants who desire online participation in the EGM are requested to register themselves by sending an email along with following particulars and valid copy of both sides of their CNIC at [email protected] with subject of ‘Registration for Calcorp Ltd. EGM 2026’ not less than 48 hours before the time of the meeting:
| Name of Sharehold er |
CNIC No. |
Folio No. / CDC Account No. |
Cell No. | Email Address |
|---|---|---|---|---|
Video Link to join the EGM will be shared with only those Members whose emails, containing all the required and correct particulars, are received at [email protected] The Shareholders can also provide their comments and questions for the agenda items of the EGM on this email address.
7. Vote Casting In-Person or Through Proxy
Polling booth will be established at the place of physical gathering of the EGM for voting.
8. E-Voting / Postal Ballot
Members are hereby notified that pursuant to the Companies (Postal Ballot)
Regulations, 2018 read with Sections 143-144 of the Companies Act, 2017 and SRO 2192(1)/2022 dated 5[th ] December 2022, members will be allowed to exercise their right to vote for the special business(es) in accordance with the conditions mentioned therein. Following options are being provided to members for voting:
i) E-Voting Procedure
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(a) Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on January 16, 2026.
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(b) The web address, login details and password will be communicated to members via email. The security codes will be communicated to members through SMS and email from web portal of the e-voting service provider.
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(c) Identity of the members intending to cast vote through E-Voting shall be authenticated through electronic signature or authentication for login.
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(d) E-Voting lines will start from 19 January, 2026, 9:00 a.m. and shall close on January 21, 2026 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change it subsequently.
ii) Postal Ballot
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(a) Members may alternatively opt for voting through postal ballot. Ballot Paper shall also be available for download from the website of the Company at www.calcorp.com.pk or use the same as annexed to this Notice and published in newspapers.
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(b) The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at Registered Address 48-C, Street 11, Khayaban e Jami Phase VII, DHA, Karachi (Attention of the Company Secretary) OR through the registered email address of shareholder at [email protected] with subject of ‘Postal Ballot for Company’s EGM 2026 by January 21, 2026 before 5:00 p.m. The signature on the ballot paper shall match with the signature on
CNIC. A postal ballot received after this time / date shall not be considered for voting.
- (c) Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman shall be the deciding authority.
9. Unclaimed dividends
Shareholders, who by any reason, could not claim their previous dividends are advised to contact the Company’s Share Registrar (FDRS) to collect/enquire about their unclaimed dividend, if any. The details of the dividend declared by the Company which have remained due for more than three years are available on the Company’s website.
10. Provision of Information by Shareholders
To comply with various statutory requirements, and to avoid any noncompliance of law or any inconvenience in future, all shareholders are hereby advised to coordinate / update their records with their respective Participant / CDC Investor Account Services / Company’s Share Registrar (FDRSL) in connection with following:
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Submission of copies of their valid / updated CNIC / NTN Certificate / Zakat Declaration (Exemption) Form / Tax Exemption Certificate.
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Convert their physical shares into scrip less form, which will also facilitate the shareholders having physical shares in many ways, including safe custody, efficient trading and convenience in other corporate actions.
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Provision of mandatory registration details in terms of Section 119 of the Companies Act, 2017 and Regulation 47 of the Companies Regulations, 2024, including mobile number / landline number and email address (if available).
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Promptly notify any change in mailing address, email address and mobile number by writing to the office of the Company’s Share Registrar (FDRS).
11. In adherence to the regulatory requirements set forth by the SECP, it is hereby stated that no gifts will be distributed at the meeting.
BALLOT PAPER FOR VOTING THROUGH POST
For poll at the Extraordinary General Meeting of Calcorp Limited to be held on January 22, 2025 at 11:00 am, at PSX Auditorium , Karachi, Pakistan.
Designated email address of the Chairman at which the duly filled in ballot paper may be sent [email protected]
Name of shareholder/joint shareholders Registered Address Folio No. / CDC Participant / Investor ID with sub-account No Number of shares held CNIC, NICOP/Passport No. (in case of foreigner) (Copy to be attached) Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.) Name of Authorized Signatory: CNIC, NICOP/Passport No. (In case of foreigner) of Authorized Signatory - (Copy to be attached)
I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below;
Resolution No 1:
“RESOLVED as and by way of Special Resolution THAT and subject to the approval of the Registrar of Companies, Securities and Exchange Commission of Pakistan, the name of the Company be changed from CALCORP Limited to ARM GREEN INDUSTRIES LIMITED with effect from the date of the Certificate of Incorporation on Change of Name issued by the Securities and Exchange Commission of Pakistan, and that all necessary procedures and approvals prescribed by law be complied with and secured with a view to making the change of name complete and effective.”
Resolution No. 2:
“RESOLVED as and by way of Special Resolution THAT upon the change of name being approved by the Registrar of Companies, Securities and Exchange Commission of Pakistan, the Memorandum and Articles of Association of the Company be altered by substituting for the name CALCORP LIMITED with the name “ARM GREEN INDUSTRIES LIMITED” wherever appearing in the said Memorandum and Articles of Association.”
Resolution No. 3:
“RESOLVED as and by way of Special Resolution THAT , in clause 3 (i) of the Memorandum of association of the Company in respect of principal line of business shall be deleted and substituted in the following manner:
- (i) The principal line of business of the company shall be to act as a general purpose holding company capable of investing in the business of any other firm or company both private and public, engaged in any business that may seem to be profitable for the Company, by acquiring whole or part of its equity and to invest the capital and funds of the Company in securities and investments and intellectual property of every kind and description including but not limited to manufacturing, assembly, trading, import and export of renewable energy equipment and ancillary products and rendering of services, shares, stocks, fixed income securities, modaraba certificates, musharaka certificates, units, certificates of investment, commercial paper, debentures, debenture stocks, trademarks, patents, brands names, bonds, obligations or securities issued or guaranteed in Pakistan or abroad by any company incorporated or registered in Pakistan by the Government or public body or authority, both for short term or long term gains and realize such gains.
Resolution No. 4:
- “ RESOLVED as and by way of a Special Resolution THAT , in Article 8 under the head of bank detail of the Articles of Association of the Company, following sentence shall be deleted:
(Mandatory in case of a listed company or optional for any other company )
Resolution No. 5:
“ RESOLVED as and by way of a Special Resolution THAT , Article 13 of the Articles of Association of the Company shall be deleted and substituted in the following manner:
13.The person nominated under regulation 12 shall, after the death of the member, be deemed as a member of company till the shares are transferred to the legal heirs.”
Resolution No. 6: “ RESOLVED as and by way of a Special Resolution THAT , Article 24 of the Articles of Association of the Company shall be deleted and substituted in the following manner:
- The company may provide video-link facility to its members for attending general meeting at places other than the town in which general meeting is taking place after considering the geographical dispersal of its members.
Provided that if the members holding ten percent of the total paid up capital or such other percentage of the paid up capital as may be specified, are resident in any other city, the company shall provide the facility of video-link to such members for attending annual general meeting of the company, if so required by such members in writing to the company at least seven days before the date of the meeting.
Resolution No. 7: “ RESOLVED as and by way of a Special Resolution THAT , Article 27 of the Articles of Association of the Company shall be deleted and substituted in the following manner:
27.No business shall be transacted at any general meeting unless a quorum of members is present at that time when the meeting proceeds to business. The quorum of the general meeting shall be ten members present personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies.
Resolution No. 8: “ RESOLVED as and by way of a Special Resolution THAT , Article 44 of the Articles of association of the Company shall be deleted and substituted in the following manner:
- The remuneration of the directors shall from time to time be determined by the directors of the company subject to the provisions of the Act.
Resolution No. 9: “ RESOLVED as and by way of a Special Resolution THAT , Article 74 (3) of the Articles of association of the Company shall be deleted and substituted in the following manner:
Any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders
Resolution No. 10:
“ RESOLVED as and by way of a Special Resolution THAT , Article 84 (2) of the Articles of association of the Company shall be deleted and substituted in the following manner:
Where a notice is sent by post, service of the notice shall be deemed to be affected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been affected at the time at which the letter will be delivered in the ordinary course of post.
Resolution No. 11:
“FURTHER RESOLVED as and by way of Special Resolution THAT the Chief Executive Officer and the Company Secretary be and are hereby authorized to severally do all such acts, deeds and things as may be deemed necessary or ancillary to give effect to the foregoing resolutions including without limitation to take actions and execute documents as may be necessary for the purpose of changing the name of the Company, principle line of business and Articles of Association, including, but not limited to, filing the requisite applications before the Securities and Exchange Commission of Pakistan and to sign all statutory returns, forms, notices, circulars and documents as may be required in connection with these resolutions.”
| Sr. No. |
Nature and Description of resolutions |
No. of ordinary shares for which votes cast |
I/We assent to the Resolutions (FOR) |
I/We dissent to the Resolutions (AGAINST) |
|---|---|---|---|---|
| 1. | Special resolution as per agenda No. 1 as given above & in the notice. |
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| 2. | Special resolution as per agenda No. 2 as given above & in the notice. |
| 3. | Special resolution as per agenda No. 3 as given above & in the notice. |
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|---|---|---|---|---|---|
Signature of shareholder(s)
NOTES:
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Duly filled postal ballot should be sent to the Chairman of the meeting at Calcorp Limited at Registered Address 48 C, Street 11, Khayaban e Jami Phase VII DHA, Karachi. or through email at [email protected].
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Copy of CNIC, NICOP/Passport No. (In case of foreigner) should be enclosed with the postal ballot form.
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Postal ballot forms should reach chairman of the meeting till 5.00 p.m. 21 January, 2026 . Any postal ballot received after this date, will not be considered for voting. 4. Signature on postal ballot should match with signature on CNIC, NICOP/Passport (In case of foreigner).
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Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
Statement of Material Facts under section 134(3) of the Companies Act, 2017
On September 4, 2025 the shareholders of Calcorp Limited approved acquisition of hundred percent shares of Helios Resol Technology (Pvt.) Limited, an associated company of Calcorp, in the Extraordinary General Meeting of the Company. In line with this acquisition, Calcorp management has decided to change its name and Object Clause to bring them in line with the core business activity of Helios, besides other changes in the Articles of Association of the Company.
There is no material interest, direct or indirect, of any of the directors of the Company in above agenda, except as shareholders of Calcorp Limited and to the extent of any expected benefit that may accrue to the shareholders.