Order Regarding Board Meetings of Listed Companies of the Beximco Group

Bangladesh Securities and Exchange Commission
Issuer Companies Affairs Division
Corporate Governance Department www.sec.gov.bd

Ref No.- BSSEC/ICA/CG/2023/66/Part-1/30
Date: 15 January 2026

Order

Whereas, the Bangladesh Securities and Exchange Commission (hereinafter referred to as the 'Commission') has been established through the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993) with the objective of protecting the interests of investors in securities, developing the securities market, and formulating rules and regulations related thereto;

Whereas, under Section 2A of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd., under the Beximco Group, are considered Issuer Companies, and under Section 9, the shares and securities of said companies are listed on the Stock Exchange;

Whereas, as listed companies on the Stock Exchange, Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd. have a legal obligation to regularly submit monthly, quarterly, annual, and other reports to the Commission and Stock Exchanges to protect investor interests, and to hold Annual General Meetings;

Whereas, Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd. have failed to submit quarterly account statements, annual audited account statements, and other details according to Securities laws, and have failed to hold Annual General Meetings;

Whereas, despite the requirement for Board of Directors meetings to be held mandatorily due to reasons such as the submission of quarterly account statements and annual audited account statements by Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd., declaration of dividends, holding Annual General Meetings, taking strategic decisions, risk management, legal obligations, etc., these companies have consistently failed to implement such meetings;

Whereas, in the meeting of the "Advisory Committee on Review of Labor and Business Situation in Industrial Establishments of Beximco Industrial Park" constituted by the Government of the People's Republic of Bangladesh on 11.12.2024, considering the overall situation, it was decided to appoint Independent Directors in the capital market-listed companies of the Beximco Group;

Whereas, through a letter dated 29.12.2024, the Financial Institutions Division of the Ministry of Finance directed the Bangladesh Securities and Exchange Commission to take necessary measures for the appointment of Independent Directors in the capital market-listed companies of the Beximco Group, in accordance with the decision of the aforementioned Advisory Committee's meeting on 11.12.2024;

Whereas, through a letter dated 29.12.2024, the Financial Institutions Division of the Ministry of Finance directed the Bangladesh Securities and Exchange Commission to take necessary measures for the appointment of Independent Directors in the capital market-listed companies of the Beximco Group, in accordance with the decision of the aforementioned Advisory Committee's meeting on 11.12.2024;

Whereas, under Section 16 of the Bangladesh Securities and Exchange Commission Act, 1993, the Government may, from time to time, give special directions to the Commission on any policy matter for the purpose of this Act, and the Commission shall be bound to comply with such directions;

Whereas, with the aim of establishing good governance in Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd., and ensuring compliance with Securities laws, the Commission, through Order Ref No.- BSSEC/ICA/CG/2023/66/Part-1/496 dated 01 December 2024, directed the appointment of Independent Directors in said companies;

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Bangladesh Securities and Exchange Commission
Issuer Companies Affairs Division
Corporate Governance Department www.sec.gov.bd

Whereas, regarding the appointment of Independent Directors in the aforementioned companies, stay orders were issued by the High Court Division on 13 January 2025 and 15 January 2025, and subsequently, on 04 March 2025, the Appellate Division of the Supreme Court issued a stay order on the aforementioned stay orders, thereby making the order for the appointment of Independent Directors effective and enforceable;

Whereas, in the context of the aforementioned failures and other legal matters and policy decisions, the decision of the Board of Directors is necessary, and therefore, holding Board of Directors meetings is indispensable;

Whereas, to protect investor interests and develop the capital market, and to establish good governance and ensure compliance with Securities laws in Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd. under the Beximco Group, holding Board of Directors meetings is absolutely necessary for this purpose;

Therefore, in exercise of the powers conferred under Section 20A of the Securities and Exchange Ordinance, 1969, the Commission hereby directs all members of the Board of Directors, Managing Directors, Chief Financial Officers, and Company Secretaries of Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd., listed companies under the Beximco Group, to complete the Board meeting, comprising the appointed Independent Directors and other Directors as per the Commission's Order Ref No.- BSSEC/ICA/CG/2023/66/Part-1/496 dated 31 December 2024, within 12 (twelve) days of the issuance of this order.

This order, issued in the public interest, shall come into force immediately.

By order of the Bangladesh Securities and Exchange Commission,

(Signature)
Khandaker Rashed Maksud
Chairman

For Information and necessary action:

1. All Directors, Bangladesh Export Import Company Ltd., Beximco Pharmaceuticals Ltd., and Shyampur Ceramics Ltd.
2. Managing Director, Chief Financial Officer, and Company Secretary; Bangladesh Export Import Company Ltd.
3. Managing Director, Chief Financial Officer, and Company Secretary; Beximco Pharmaceuticals Ltd.
4. Managing Director, Chief Financial Officer, and Company Secretary; Shyampur Ceramics Ltd.

Copy for information:

1. All Commissioners, BSSEC
2. Personal Secretary to the Chairman, BSSEC
3. Managing Director, Dhaka Stock Exchange PLC
4. Managing Director, Chittagong Stock Exchange PLC
5. Concerned file