Rupali Polyester Limited — AGM Information 2025

Oct 3, 2025

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Notice of 45th Annual General Meeting

Notice is hereby given that the Forty Fifth (45th) Annual General Meeting (AGM) of Rupali Polyester Limited (“the Company”) will be held at Rupali House, 241-242 Upper Mall Scheme, Anand Road, Lahore on Monday, 27 October 2025 at 10:30 a.m. (Physical / Zoom) to transact the following business:

Ordinary Business:

1) To confirm the minutes of Forty Fourth (44th) Annual General Meeting of the Company held on 28 October 2024.

• 2) To receive, consider and adopt Annual Audited Financial Statements of the Company together with the Directors and Auditors Reports thereon for the year ended 30 June 2025.

In accordance with Section 223(7) of the Companies Act, 2017 and SRO 389(I)/2023 dated 21 March 2023, the Audited Financial Statements of the Company have been uploaded on the Company's website which can be downloaded from the following link and QR enabled code: WEBLINK QR CODE

https://www.rupaligroup.com/pdf_files/Annual%20Report%202025.pdf

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3) To appoint Auditors of the Company and to fix their remuneration. The retiring Auditors M/s. RSM Avais Hyder Liaquat Nauman, Chartered Accountants being eligible have offered themselves for reappointment. Special Business:

4) (a)	To approve transactions conducted with associated companies (related parties) for the year ended 30 June 2025 by passing, with or without modification, the following special resolution: “RESOLVED THATthefollowingtransactions conductedwithassociated companies (related parties)for the yearended 30 June2025 be and areherebyratified, approved and confirmed:	To approve transactions conducted with associated companies (related parties) for the year ended 30 June 2025 by passing, with or without modification, the following special resolution: “RESOLVED THATthefollowingtransactions conductedwithassociated companies (related parties)for the yearended 30 June2025 be and areherebyratified, approved and confirmed:	To approve transactions conducted with associated companies (related parties) for the year ended 30 June 2025 by passing, with or without modification, the following special resolution: “RESOLVED THATthefollowingtransactions conductedwithassociated companies (related parties)for the yearended 30 June2025 be and areherebyratified, approved and confirmed:	To approve transactions conducted with associated companies (related parties) for the year ended 30 June 2025 by passing, with or without modification, the following special resolution: “RESOLVED THATthefollowingtransactions conductedwithassociated companies (related parties)for the yearended 30 June2025 be and areherebyratified, approved and confirmed:	To approve transactions conducted with associated companies (related parties) for the year ended 30 June 2025 by passing, with or without modification, the following special resolution: “RESOLVED THATthefollowingtransactions conductedwithassociated companies (related parties)for the yearended 30 June2025 be and areherebyratified, approved and confirmed:
	N f ltd ti d bi f ltihi		Amount in Rs.‘000
	ame o reae pares an ass o reaonsp	Nature of Transactions	Purchase / Sale	Payments/ Receipts	Others
	Rupafl Limited - Associated Company by virtue of common directorship	Purchases Sales Payments Receipts	205,033 78,641	180,047 89,577	-
	Rupali Nylon (Pvt.) Limited - Associated Company byvirtue of common directorship	Purchases Payments	3	3	-
	Soneri Bank Limited - Associated Company by virtue of common directorship	Proft on Bank deposits	-	-	10,259
	ALNU Trust - Related party by virtue of major shareholding in the Company	Loan obtained Repayment of loan	-	-	1,032,000 78,000
	Trustees Feerasta Senior Trust - Related party by virtue of major shareholdingin the Company	Purchase of Assets	-	-	125

(b) To authorize Chief Executive Officer of the Company to approve transactions with Related Parties for the year ending 30 June 2026 by passing, with or without modification, the following special resolution:

“ RESOLVED THAT the Chief Executive Officer of the Company be and is hereby authorized to approve the transactions to be conducted with Related Parties on case to case basis during the year ending 30 June 2026.

FURTHER RESOLVED THAT these transactions shall be placed before the shareholders in the next general meeting for their ratification/approval.”

Other Business:

5) To transact such other ordinary business as may be placed before the meeting with the permission of the Chair. Lahore:

29 September 2025

Notes:

By order of the Board S. Ghulam Shabbir Gilani Company Secretary

1. Share Transfer Books

Share transfer books of the Company will remain closed from 21 October 2025 to 27 October 2025 (both days inclusive). Transfers received at the registered office or Share Registrar M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A. Phase VII, Karachi-75500 before close of business on 20 October 2025 will be treated in time for the purpose of attending and voting at the 45th AGM.

2. Zoom Link

In line with the guidelines of the Securities and Exchange Commission of Pakistan, the Company will convene this AGM in Physical as well as through Zoom link for convenience of the Participants while ensuring compliance with the quorum requirements and request to the Members to consolidate their attendance and voting at the AGM through proxies. Shareholders/Proxy holders interested in attending the AGM through Zoom are hereby requested to get themselves registered with the Company Secretary office by sending an email with subject: “Registration for AGM” at info@rupaligroup.com" at least 48 hours before the AGM: Name of Shareholder CNIC Number Folio Number/CDC Account No. Cell No. Email Address

The special arrangement for attending the 45th AGM through electronic means will be as under:

Members will be registered, after verification as per the above requirement and will be provided a Zoom link by the Company via email provided by them.

The login facility will remain open from 10:20 a.m. till conclusion of the meeting.

The shareholders are also encouraged to send their comments/suggestions, related to the Agenda items of the Annual General Meeting on the above mentioned email address or WhatsApp/SMS on 0323-4123854 or 0300-4799881 by 25 October 2025 before close of business hours (5.00 pm). 3. Proxy Holders

A member entitled to attend and vote at this meeting may appoint another member as his or her proxy to attend and vote. Proxies in order to be effective must be received at the Registered Office of the Company not less than 48 hours before the time of holding the meeting. CDC Accounts Holders

Account holders/sub-account holders holding book entry securities of the Company in Central Depository System (CDS) of Central Depository Company of Pakistan Limited (CDC) who wish to attend the Annual General Meeting are requested to please bring their original Computerized National Identity Card (CNIC) or original passport with a photocopy duly attested by their bankers alongwith participant's I.D. number and their account number in CDS for identification purposes.

In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee together with the original proxy form duly filled in must be received at the Registered Office of the Company not less than 48 hours before the time of holding the meeting. The nominees shall produce their original CNIC or original passport at the time of attending the meeting for identification purpose.

1. Availability of Audited Financial Statements on Company's Website

In compliance with Section 223(6) of the Companies Act, 2017, and pursuant to the SRO 389(I)/2023 dated 21 March, 2023 and SRO 452(I)/2025 dated 17 March 2025, Audited financial statements of the Company for year ended 30 June, 2025 and other mandatory reports, have also been made available on the Company's website www.rupaligroup.com along along with the QR enabled code and weblink. AGM notice was also published in the newspapers in addition to its notification to the PSX. Printed copies of the notice of AGM along-with the QR enabled code/weblink to download the Annual Report 2025 (containing the financial statements), have also been dispatched to the shareholders. The shareholders who wish to receive the hard copies may request to the Company Secretary / Share Registrar and the Company shall provide the same within one week of such demand. 5. Unclaimed dividend and shares

Pursuant to Section 244 of the Act, any shares issued or dividend declared by the Company, which remain unclaimed or unpaid for a period of three years from the date it became due and payable shall rest with the Federal Government after compliance of procedures prescribed under the Act. In this respect, we had already initiated the process and concerned shareholders were advised vide our notices to claim their unclaimed dividend/shares. However, only few shareholders have claimed their pending entitlements so far. Shareholders are again advised to approach the Company's Share Registrar to claim their pending dividend/shares at the earliest failing which the Company shall proceed further in terms of requirement of Section 244(2) (a) & (b) of the Act.

1. E-Voting on Special Business Resolutions:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 (“the Regulations”) and SRO451(I)/2025 dated 13 March, 2025 and any other amendments issued by the Securities and Exchange Commission of Pakistan (“SECP”) members of the Company will be allowed, as applicable, to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming 45th Annual General Meeting to be held on 27 October 2025, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

1. Procedure for Voting Through Postal Ballot:

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 on the Company's registered address 241-242 Upper Mall Scheme, Anand Road, Lahore or email at shabbir.gilani@rupaligroup.com or info@rupaligroup.com on or before 25 October 2025 during working hours (upto 5.00 pm). The signature on the ballot paper shall match the signature on CNIC. This postal Poll paper is also available for download from the website of the Company at www.rupaligroup.com or use the same as attached to this Notice and published in newspapers. 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.

1. Deposit of Physical Shares into CDC Account The SECP, through its letter No. CSD/ED/Misc./2016-639-640 dated 26 March 2021, has advised all listed companies to adhere to the provision of Section 72 of the Companies Act, 2017 (the “Act), which requires all companies to replace shares issued in physical form to book-entry form within four years of the promulgation of the Act.

In accordance with the requirement of Section 72 of the Companies Act, 2017 (the Act) every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the SECP within a period not exceeding four years from the commencement of the Act. The shareholders having physical shares may open CDC sub-account with any of the broker or investor account directly with CDC to place their physical shares into scrip-less form.

Notes relating to some agenda items i.e. Prohibition of grant of gifts to Shareholders, Submission of copy of CNIC (Mandatory), Circulation of Audited Financial Statements through email, Consent for the Facility of video-link and Statements under Section 134 (3) of the Companies Act, 2017 have been despatched to the shareholders alongwith Notice of this meeting.

BALLOT PAPER

BALLOT PAPER	BALLOT PAPER	BALLOT PAPER	BALLOT PAPER
Ballot Paper for voting through post for the Special Businesses at the 45th Annual General Meeting to be held on 27 October 2025, at 10:30 a.m.at Rupali House, 241-242 Upper Mall Scheme, Anand Road, Lahore and through Zoom. Phone: +92-42-RUPALI (787-254) , Website: www.rupaligroup.com 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 (delete as appropriate); Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.) Name of shareholder/joint shareholders Registered Address Number of shares held and folio number CNIC Number (copy to be attached) Name and CNIC of Authorized Signatory
Nature and Description of resolutions	No. of ordinary shares for which votes cast	I/We assent to the Resolution(s) (FOR)	I/We dissent to the Resolution(s) (AGAINST)
Resolutions For Agenda Item No. 4: a. To approve transactions conducted with associated companies (related parties) for the year ended 30 June 2025. b. To authorize Chief Executive Officer of the Company to approve transactions with Related Parties for the year ending 30 June 2026.

Notes: 1. Duly filled ballot paper should be sent to the Chairman, Rupali Polyester Limited, Rupali House, 241-242 Upper Mall Scheme, Anand Road, Lahore or e-mail at shabbir.gilani@rupaligroup.com / info@rupaligroup.com

1. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.

2. Ballot paper should reach the Chairman or Company Secretary within business hours (upto 5.00 pm) on or before Saturday, 25 October 2025. Any Postal Ballot received after this date, will not be considered for voting.

3. Signature on ballot paper should match with signature on CNIC/ Passport. (In case of foreigner).

4. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written poll paper will be rejected.

5. In case of a representative of a body corporate, corporation or Federal Government, the Ballot Paper Form must be accompanied by a copy of the CNIC of an authorized person, an attested copy of Board Resolution / Power of Attorney / Authorization Letter etc., in accordance with Section(s) 138 or 139 of the Companies Act, 2017 as applicable. In the case of foreign body corporate etc., all documents must be attested by the Counsel General of Pakistan having jurisdiction over the member.

6. Ballot Paper form has also been placed on the website of the Company at: www.rupaligroup.com. Members may download the Ballot paper from the website.

Shareholder / Proxy holder Signature/Authorized Signatory (In case of corporate entity, please affix company stamp

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