Arif Habib : AHCL - Notice of Twenty Ninth Annual General Meeting

Statement Under

Section 134(3) Of The

Companies Act, 2017

This statement sets out the material facts concerning the Special Business given in Agenda item No. 4, Agenda item No. 5 and Agenda item No. 6 of the Notice to be transacted at the Annual General Meeting of the Company. Directors of the Company have no interest in the special businesses, except in their capacity as director / shareholder.

Statement Under Section

134(3) Of The Companies Act, 2017

ANNEXURE - B (AGENDA # 4)

Approval of transactions with related parties

In compliance with applicable laws, related party transactions are approved by the Board as recommended by the Audit Committee on a quarterly basis. As common directors may be deemed to be interested in certain related party transactions due to their directorship and / or shareholding in the associated companies / related parties, the Board, in order to promote transparency, is seeking shareholders' approval for related party transactions / arrangements / agreements / balances as disclosed in the audited financial statements for the year ended 30th June 2023.

Authorization for the Board of Directors to approve those transactions with related parties (if executed) during the financial year ending 30th June 2024 which require approval of shareholders u/s 207 and / or 208 of the Companies Act, 2017

The Company shall be conducting transactions with its related parties during the year ending 30th June 2024 as per the approved policy with respect to 'transactions with related parties'. Being the directors of multiple companies, many Directors may be deemed to be treated as interested in transactions with related parties due to their common directorships and/or shareholding. In order to promote good corporate governance and transparent business practices, the shareholders desire to authorize the Board of Directors to approve transactions with the related parties from time-to-time on case to case basis, including transactions (if executed) triggering approval of shareholders u/s 207 and / or 208 of the Companies Act, 2017, for the year ending 30th June 2024, which transactions shall be deemed to be approved by the Shareholders. The nature and scope of such related party transactions is explained above. These transactions shall be placed before the shareholders in the next AGM for their formal approval/ratification. The Directors are interested in the resolution only to the extent of their shareholding and / or common directorships in such related parties.

ANNEXURE - B (AGENDA # 5)

Investments in Associated Companies & Associated Undertakings

The Board of Directors of the Company ("AHCL") has approved the specific limits for the investments in the form of equity and loans/advances/guarantees along with other particulars for investments in the REIT Schemes under management of Arif Habib Dolmen REIT Management Limited, subject to the consent of members under Section 199 of the Companies Act, 2017 / Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017. The Board of Directors do hereby undertake / certify that necessary due diligence for the following existing / proposed investment has been carried out. The principle purpose of this special resolution is to make the Company in a ready position to capitalize on the investment opportunities as and when they arrive. It is prudent that the Company should be able to make the investment at the right time when the opportunity is available, and the limit shall be valid till the holding of next annual general meeting or for a longer period (as applicable), with the option of renewal thereon.

Investment in any form / nature including equity, loans, advances, running finance, guarantee, indemnity, pledge of shares etc.

A - Disclosures for all types of investments

Ref.	Requirement	Information
No.
I	Name of associated company or	Existing and proposed REIT Schemes which are under
	associated undertaking	the management of Arif Habib Dolmen REIT
		Management Limited ("AHDRML"). For detail refer
		Annexure B-1
II	Basis of relationship	AHDRML is an associated undertaking due to common
		directorship of Mr. Arif Habib, Mr. Samad Habib and
		Mr. Muhammad Ejaz.
III	Earnings per share for the last three years	Disclosed in Annexure B-1
IV	Break-up value of share, based on the	Disclosed in Annexure B-1
	latest audited financial statements
V	Financial position, including main items of	Disclosed in Annexure B-1
	statement of financial position and profit
	and loss account on the basis of its latest
	financial statements