CALCORP : Transmission of Annual Report for the Year Ended June 30th, 2023 REVISED

2023

CALCORP LIMITED

31ST ANNUAL REPORT 2023

CALCORP LIMITED | D-131, Block 4, Clifton, Karachi

	CALCORP LIMITED
CONTENTS
PARTICULARS		Page #
Corporate Information		2
Vision / Mission Statements		3
Notice Of Annual General Meeting		4
Chairman's Review Report		10
Directors' Report		11
Directors' Report (Urdu)		15
Statement Of Compliance With The Code Of Corporate Governance		23
Review Report On Statement Of Compliance		26
Independent Auditor's Report		28
Statement Of Financial Position		35
Statement Of Profit Or Loss And Other Comprehensive Income		36
Cash Flow Statement		37
Statement Of Changes In Equity		38
Notes To The Financial Statements		39
Six Years At A Glance		60
Pattern Of Shareholding		61
Categories Of Shareholders		62
Proxy From		63

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CALCORP LIMITED

CORPORATE INFORMATION

Board of Directors:	Mr. Saad Saeed Faruqui	(Chairman)
	Mr. Haider Ali Hilaly	(Chief Executive Officer)
	Mr. Muhammad Danish Hussain
	Mr. Shahrukh Saeed Faruqui
	Mr. Azam Adnan Khan
	Ms. Sana Shahzad
	Ms. Sadia Hamid
	Mr. Yousuf Muhammad Farooq
Audit Committee:	Ms. Sadia Hamid	(Chairperson)
	Mr. Shahrukh Saeed Faruqui	(Member)
	Mr. Muhammad Danish Hussain	(Member)
HR & Remuneration Committee:	Mr. Yousuf Muhammad Farooq	(Chairman)
	Mr. Haider Ali Hilaly	(Member)
	Mr. Shahrukh Saeed Faruqui	(Member)
Chief Executive Officer:	Mr. Haider Ali Hilaly
Chief Financial Officer:	Mr. Syed Wajahat Alam
Company Secretary:	Mr. Muhammad Zafar lqbal
Head of Internal Audit:	Mr. Muhammad Zafar lqbal
Registrar & Share Transfer Office:	F. D. Registrar Services (Pvt.) Limited.
	17th Floor, Saima Trade Tower-A, 1. 1. Chundrigar Road Karachi.
	Tel: [phone]; Fax [phone]
Auditors:	Baker Tilly Mehmood Idrees Qamar,
	Chartered Accountants.
Legal Advisor:	Mr. Muhammad Raees
Bankers:	JS Bank Limited.
Registered Office	D-131/A, Black 4, Clifton, Karachi.
	Tele: [phone]
	E-mail: [e-mail]
	Web: www.calcorp.com.pk
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CALCORP LIMITED

VISION / MISSION STATEMENTS

CALCORP LIMITED

VISION STATEMENT

To be the partner of choice for business owners and management teams that are determined to achieve their full potential, adhere to the highest standards of corporate governance, and maximize value for all stakeholders.

MISSION STATEMENT

Our mission is to add value with active management to enable capital and human resource starved businesses to unlock their potential.

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CALCORP LIMITED

NOTICE OF THE 31ST ANNUAL GENERAL MEETING

OF CALCORP LIMITED

Notice is hereby given that the 31st Annual General Meeting of Calcorp Limited (the "Company") will be held on Saturday, October 28, 2023 at 11:30 AM at the C-18, Block 4, Clifton, Karachi and through video link facility to conduct the following business:

ORDINARY BUSINESS

1. To confirm the minutes of the Extra Ordinary General Meeting of the Company held on Saturday, July 01, 2023.
2. To receive, consider and adopt the audited financial statements of the company for the year ended June 30, 2023 together with the Directors, Auditors and Chairman Review Reports thereon.
3. To appoint external auditors for the financial year ending June 30, 2024 and fix their remuneration. The present Auditors, M/s. Baker Tilly Mehmood Idrees Qamar, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

SPECIAL BUSINESS

4. To approve the circulation of the annual financial statements to the members through QR enabled code and web link by passing an ordinary resolution proposed in the statement of material facts.

To transact any other business, with the permission of the Chair.

By Order of the Board

Date:	October 06, 2023	Muhammad Zafar Iqbal
Place:	Karachi	Company Secretary

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CALCORP LIMITED

Notes:

Participation Of Shareholders Through Online Facility Participation In The Annual General Meeting.

SECP Through Its Guidelines, Has Directed The Listed Companies To Also Arrange The Provision Of Video Link Facility. Accordingly, In The Best Health Interest Of Our Valued Shareholders And To Ensure Maximum Participation, The Company Has Also Arranged Video Link Facility For Attending This AGM. The Shareholders Interested In Attending AGM Through Video Link Are Requested To Register Their Following Particulars By Sending An Email At [e-mail] Or Whatsapp No. 03218282632.

Folio/FD	Company	No. of	Name	CNIC	Cell No	Email
Registrar	Name	shares				Address
Account No.		held
	Calcorp Limited

The video link and login credentials will be shared with the shareholders whose emails, containing all the requested particulars, are received at the above email address by or before the close of business hours

Shareholders can also send their comments / suggestions on [e-mail] for the agenda items proposed to be conducted at the AGM in the same manner as it is being discussed in the AGM, and later shall be made part of the minutes of the meeting.

The purpose of the aforementioned arrangements is to ensure maximum participation of the shareholders in the AGM through an online facility. Shareholders are also requested to consolidate their attendance through proxies, so that the quorum requirement may also be fulfilled.

Closure of Share Transfer Books

The Share Transfer Books of the Company shall remain closed from October 21, 2023 to October 28, 2023 (both days inclusive). Transfers in the form of physical transfers / FDS Transaction IDs received in order at the Company's Share Registrar, Messrs.' F.D. Registrar Services (Pvt) Ltd, 17th Floor, Saima Trade Tower A, I.I. Chundrigar Road, Karachi, by close of business on October 20, 2023 will be treated in time to attend and vote at the meeting and for the purpose of the above entitlement to the transferees.

Participation in the Meeting

Only those persons, whose names appear in the register of members of the Company as on October 20, 2023 are entitled to attend, participate in, and vote at the Annual General Meeting.

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CALCORP LIMITED

A member of the Company entitled to attend and vote at the Annual General Meeting may appoint another person as his / her proxy to attend and vote instead of him / her. 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 the Meeting and must be duly stamped, signed and witnessed.

Requirements for appointing Proxies

In case of individuals, the account holder or sub-account holder whose registration details are uploaded as per the Central Depository Company of Pakistan Limited Regulations, shall submit the proxy form as per the above requirement.

The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

Attested copies of the valid CNICs or the passports of the beneficial owner(s) and the proxy shall be furnished with the proxy form.

The proxy shall produce his/her valid original CNIC or original passport at the time of the Annual General Meeting.

In case of a corporate entity, the Board of Directors' resolution/power of attorney, with specimen signature of the nominee, shall be submitted to the Company along with the proxy form unless the same has been provided earlier.

Pursuant to Companies (Postal Ballot) Regulations 2018, for the purpose of election of Directors and for any other agenda item, subject to the requirements of sections 143 and 144 of the Companies Act 2017, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

Circulation / Transmission of Annual Financial Statements in Electronic Form

In compliance with the section 223(6) of Companies Act 2017, the Company has electronically transmitted the Annual Report 2023 through email to shareholders whose email addresses are available with the Company's Share Registrar. However, the Company would provide hard copies of the Annual Report to the Shareholders on their demand at their registered addresses, free of cost, within one week of such request. The annual financial statements have also been uploaded on the Company's website and are readily accessible to the shareholders.

Conversion of Physical Shares into Book-Entry Form

The SECP, through its letter No. CSD/ED/Misc/2016-639-640 dated March 26,2021, has advised all listed companies to adhere to the provisions 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

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CALCORP LIMITED

four years of the promulgation of the Act. Accordingly, all shareholders of the Company having physical folios / share certificates are requested to convert their physical shares in Book Entry Form at the earliest. For this purpose, shareholders may either open an Investor Account with Central Depository Company of Pakistan Limited or a CDC sub-account with any duly recognized brokerage firm. Shareholders may also contact the Company's Share Registrar, Messrs. F.D. Registrar Services (Pvt) Ltd in case they need any further assistance or guidance in this regard.

Change of Address

Members are requested to immediately notify the Company's Share Registrar, Messrs. F.D. Registrar Services (Pvt) Ltd of any change in their registered address.

Statutory Code of Conduct at AGM

Section 215 of the Companies Act, 2017 and Regulation 28 of the Companies (General Provisions and Forms) Regulations 2018, state the Code of Conduct of Shareholders, as follows: Shareholders are not permitted to exert influence or approach the management directly for decisions which may lead to creation of hurdles in the smooth functioning of management. The law states that Shareholders shall not bring material that may cause threat to participants or premises where the AGM is being held, confine themselves to the agenda items covered in the notice of the AGM and shall not conduct themselves in a manner to disclose any political affiliation. Additionally, the Company is not permitted to distribute gifts in any form to its shareholders in its meetings as per Section 185 of Companies Act, 2017.

Polling on Special Business Resolutions

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of CALCORP Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Annual General Meeting to be held on October 28, 2023, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

For the convenience of the Members, ballot paper is annexed to this notice and the same is also available on the Company's website at www.calcorp.com.pk for download.

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CALCORP LIMITED

Procedure for E-Voting:

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.

The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of F.D. Registrar Services (Pvt) Ltd (being the e-voting service provider).

Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

E-Voting line will start from October 21, 2023 at 09:00 a.m. and shall close on October 27, 2023 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.

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 at D-131/A, Block 4, Clifton, Karachi or email at [e-mail] one day before the Annual General Meeting, during working hours. The signature on the ballot paper shall match the signature on CNIC.

Statement under Section 134(3) of the Companies Act, 2017 Concerning the Special Business to Be Transacted at the Annual General Meeting:

This statement sets out the material facts concerning the Special Business to be transacted at the Annual General Meeting of the Company to be held on October 28, 2023.

To approve the circulation of the annual financial statements to the members through QR enabled code and weblink by passing an ordinary resolution proposed in the statement of material facts.

The Securities and Exchange Commission of Pakistan ("SECP") vide SRO 389(l)/2023 dated 21 March 2023 has allowed the listed companies to circulate the Annual Audited Financial Statements including Annual Balance Sheet and Profit and Loss Account, Auditor's Report and Directors Report, etc. ("annual audited financial statements") to its members through QR enabled code and weblink. This will enable the Company to use of technological advancements and cost saving.

The Company shall circulate the annual audited financial statements through email in case email address has been provided by the member to the Company. The Company shall send the complete financial statements with relevant documents in hard copy to the shareholders, at their registered

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CALCORP LIMITED

addresses, free of cost, within one week if a request has been made by the member on the standard request form available on the website of the Company.

The following resolution is proposed to be passed as ordinary resolution, with or without any modification:

"RESOLVED THAT approval of the shareholders of Calcorp Limited (the "Company") be and is hereby accorded and the Company be and is hereby authorized to circulate the Annual Audited Financial Statements of the Company together with the reports and documents required to be annexed thereto under the Companies Act, 2017 through QR enabled code and weblink instead of circulation through CD/DVD/USB.

FURTHER RESOLVED THAT Mr. Haider Ali Hilaly, Chief Executive Officer and/or Mr. Muhammad Zafar Iqbal, Company Secretary be and is hereby singly empowered and authorized to do all acts, deeds and things, take or cause to be taken all necessary action for the purposes of implementing this resolution."

None of the Directors have any interest, directly or indirectly, in the aforesaid special business.

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