786 Investments LimitedPSX: 786

Revised Final Offering Document Right Issue

· MarketScreener

December 04, 2025

The General Manger Pakistan Stock Exchange Ltd Stock Exchange Building Stock Exchange Road Karachi

SUBJECT: SUBMISSION OF FINAL RIGHT OFFER DOCUMENT OF' ORDINARY RIGHT SHARES

Dear Sir,

With reference to the announcement of right shares by 786 Investments Limited, we are pleased to submit the updated Offering Document for your review. The document has been revised in line with the PSX recommendations and the observations communicated by SECP via letter reference SMD/PMADD/786IL/CI/Misc/36/2025/329 dated December 01, 2025 recommendation from PSX were received on November 12 2025.

Furthermore, the Book Closure Date for entitlement of right shares has been proposed as December 17, 2025 to December 17, 2025 subject to any further instructions, guidance, and approval on the draft document and related schedule.

Yours sincerely,

For 786 Investments Limited



Noman Shakir Company Secretary

ADVISE FOR INVESTORS

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISKS. THE INVESTORS ARE REQUIRED TO READ THE RIGHTS SHARE OFFER DOCUMENT (HEREIN REFERRED TO AS 'OFFER DOCUMENT') AND RISK FACTORS CAREFULLY, ASSESS THEIR OWN FINANCIAL CONDITIONS AND RISK-TAKING ABILITY BEFORE MAKING THEIR INVESTMENT DECISIONS IN THIS OFFERING.

RIGHT ENTITLEMENT LETTER IS TRADABLE ON PSX, RISKS AND REWARDS ARISING OUT OF IT SHALL BE SOLE LIABILITY OF THE INVESTORS.

THIS DOCUMENT IS ISSUED FOR THE PURPOSE OF PROVIDING INFORMATION TO SHAREHOLDERS OF THE COMPANY AND TO THE PUBLIC IN GENERAL IN RELATION TO THE RIGHTS ISSUE OF PKR 49,907,509/-CONSISTING OF (4,990,751) NEW ORDINARY SHARES OF PKR 10/- EACH BY 786 INVESTMENTS LIMITED. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE.

THIS OFFER DOCUMENT IS VALID TILL March 09, 2026 (60 days from the last day of payment of subscription amount)



786 Investments Limited Right Share - Offer Document

Company Information

  • Date and place of incorporation: 18th September 1990, Karachi, Pakistan.

  • Incorporation number: 0022476

  • Registered Office: G3, BRR tower, Hassan Ali Street, Off I.I. Chundrigarh Road, Karachi, 74000, Pakistan

  • Contact Person: Noman Shakir - Chief Financial Officer & Company Secretary,

  • Contact Details: 92-021-32603751-54, Email: company.secretary@786investments.com,

  • Website: https://www.786investments.com

    Company Registrar Information:

    • Share Registrar: FD Registrar Services (Pvt) Ltd.,

    • Address: 1705, 17th Floor, Saima Trade Tower-A. I.I. Chundrigar Road, Karachi-74000,

    • Tel: (92-21) 32271905-6. Email: fdregistrar@yahoo.com, info@fdregistrar.com

    • website: https://www.fdregistrar.com

Total Issue Size:

The Right Issue consists of 4,990,751 Right Shares (i.e. approximately 33.33% of the existing paid-up capital of 786 Investments Limited) having a face value of PKR 10/- each, at an offer price of PKR 10/-each for an aggregate issue size of PKR 49,907,509/- (Pak Rupees Forty-Nine Million Nine Hundred Seven Thousand Five Hundred Nine Only) at a ratio of 1 right shares for every 3 Ordinary shares held.

Dates of placing offer document on PSX for Public Comments

Not opted for public comments

Date of Final Offer Letter

December 08, 2025

Date of Book Closure

December 17, 2025 to December 17, 2025

Dates for Payment of Subscription Amounts

December 19, 2025 to January 09, 2026

Trading Dates for Letter of Rights

December 19, 2025 to January 02, 2026

Website address to download offer document

https://786investments.com/wp-content/uploads/2025/12/Final_Offer_Right.pdf

PSX Company Announcement link

https://www.psx.com.pk

Details of Relevant Contact Person

Description

Name of Person

Designation

Contact Number

Office Address

Email ID

Authorize

Mr. Noman

Chief

+92

G3, BRR

company.secretary@786inve

d Officer

Shakir

Financial

3122029007

tower,

stments.com

of the

Officer/

Hassan Ali

Issuer

Company

Street, Off I.I.

Secretary

Chundrigarh

Road,

Karachi

Underwriters:

Underwriter

Name of Person

Designation

Contact Number

Office Address

Email ID

Dawood Equities Limited

Mr. Abdul Aziz Habib

Chief Executive Officer

021-32271881

Saima Trade Tower A, 17th Floor, I.I. Chundrigar Road,

Karachi

contact@dawoode quities.com

Bankers to the issue:

Description

Name of Person

Designation

Contact Number

Office Address

Email ID

Soneri Bank

Mr. Nazir

Senior

0346-

Bahria

nazirahmed.kazi@soneribank.com

Limited

Ahmed

Manager

3505683

Complex III

branch,

Karachi





Disclaimer

In line with the Companies Act, 2017 and Companies (Further Issue of Shares) Regulations, 2020, this document does not require approval of the Securities Exchange or the Securities and Exchange Commission of Pakistan (SECP).

The Securities Exchange and SECP disclaim:

The Securities Exchange and the SECP disclaim:

  1. Any liability whatsoever for any loss however arising from or in reliance upon this document to anyone, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.

  2. Any responsibility for the financial soundness of the Company and any of its schemes/projects stated herein or for the correctness of any of the statements made or opinions expressed with regards to them by the Company in this Offer document.

  3. Any responsibility with respect to the quality of the issue.

It is clarified that information in this Offer document should not be construed as advice on any particular matter by the SECP and the Securities Exchange and must not be treated as a substitute for specific advice.

Glossary of Terms & Definitions

Term

Definition (Specific to this Right Share Offer Document)

Company / Issuer

786 Investments Limited, offering the Right Shares under this document.

Right Issue / Rights Issue

Issuance of 4,990,751 new ordinary shares at PKR 10/- each, offered to existing shareholders in proportion to their shareholding (1:3).

Right Shares

The new ordinary shares being issued through this Right Issue.

Offer Document

This official document detailing terms, conditions, risks, procedures, and timelines of the Right Issue.

Book Closure Date

The date(s) on which the share register is closed to determine shareholders eligible for Right Shares.

Letter of Rights (LOR) / Unpaid Rights

Tradable instrument issued to entitled shareholders representing their right to subscribe for the new shares.

Subscription Amount

The amount payable by shareholders to subscribe to their Right Shares at PKR 10/- per share.

Subscription Period

The dates during which shareholders must submit payment and the Right Subscription Request to accept the Right offer.

Issue Price

The Right Shares are offered at PKR 10/- per share (at par). Setting the Issue Price close to the market value (±10%) demonstrates confidence and protects existing shareholders from value dilution, while a price significantly below market may indicate low confidence and dilute minority shareholders' value, requiring their

participation to prevent loss.

Issue Size

Total value of the Right Issue: PKR 49,907,509/-.

Right Subscription Request

The form that must be submitted (with payment) to subscribe to Right Shares.

Underwriter

Dawood Equities Limited (DEL), guaranteeing subscription of any unsubscribed portion of the Right Issue.

Banker to the Issue

Soneri Bank Limited, authorized to collect subscription payments for this Right Issue.

CDC / CDS

Central Depository Company and its electronic system where Right Shares and unpaid rights are credited.

Substantial Shareholders

Major shareholders (e.g., Tara Uzra Dawood, B.R.R. Guardian Limited, The Bank of Khyber).

Fractional Entitlements

Fractions of shares arising from the 1:3 ratio; not issued but consolidated and sold, with proceeds donated to charity.

Principal Purpose of the Issue

Utilization of proceeds for loan repayment with charges, technology upgradation,

and investment in Company's own fund.

Financial Effects

Changes in paid-up capital, breakup value, and gearing ratio resulting from the Right Issue.

Risk Factors

Specific internal and external risks disclosed to help investors make informed decisions.

Legal Proceedings

Statement of any outstanding legal matters relevant to the Right Issue (as disclosed in the document).

Term

Definition (Specific to this Right Share Offer Document)

Final Offer Letter

The updated version submitted to SECP and PSX after incorporation of comments.

Symbol

786R

DEFINITIONS

Term

Definition

Banker to the Issue

Any bank with whom an account is opened and maintained by the Issuer for keeping the issue amount. Soneri Bank Limited has been appointed as Bankers to the Issue, in this Right Issue.

Book Closure Dates

The Book Closure shall commence from December 17, 2025 to December 17, 2025.

Issue

Issue of 4,990,751 right shares representing approximately 33.33% of the total paid-up capital of the Company.

Issue Price

The price at which right shares of the Company are offered to the existing shareholders.

Market Price

The latest available closing price of the share.

Net Worth

Total assets minus total liabilities.

Ordinary Shares

Ordinary Shares of 786 Investment Limited having face value of PKR 10/- each.

Regulations

The Companies (Further Issue of Shares) Regulations, 2020. View Regulations

Right Issue

Shares offered by a company to its members strictly in

proportion to the shares already held in respective kinds and classes;

Sponsor

  1. a person who has contributed initial capital in the issuing company or has the right to appoint majority of the directors on the board of

    the issuing company directly or indirectly;

  2. A person who replaces the person referred to in clause (a) above; and

  3. A person or group of persons who has control of the issuing company whether directly or indirectly

Contents

  1. SALIENT FEATURES OF THE RIGHT ISSUE: 10

    1. Brief Terms of the Right Issue 10

    2. Principal Purpose of the Issue and Funding Arrangements 11

    3. Financial Effects Arising from Right Issue 13

    4. Total Expenses to the Issue 15

    5. Details of Underwriters 15

    6. Commitments from Substantial Shareholders/Directors 15

    7. Fractional Right Shares 16

    8. Important Dates - Tentative Schedule for Issue of Letter of Rights 16

  2. SUBSCRIPTION AMOUNT PAYMENT PROCEDURE 17

  3. PROFILE OF BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS 17

    1. Profile of the Board of Directors of the Company 18

    2. Profile of the Company 19

  4. FINANCIAL DETAILS OF THE ISSUER 4.1 Financial highlights of Issuer for last three years 20

    1. Financial highlights for the preceding year of consolidated financial 20

    2. Detail of issue of capital in previous five years 20

    3. Average market price of the share of the Issuer during the last six months 20

    4. Share Capital and Related Matters (as at October 21, 2025) 21

  5. RISK FACTORS 22

    1. Risk Associated with the Rights Issue 22

    2. Risk Associated with the Issuer 22

    3. External Risk Factors 24

  6. LEGAL PROCEEDINGS 25

  7. SIGNATORIES TO THE OFFER DOCUMENT 25

  1. ‌SALIENT FEATURES OF THE RIGHT ISSUE:

    1. ‌Brief Terms of the Right Issue

      Item

      Details

      Description of issue

      Issuance of new ordinary shares by way of rights to existing shareholders of the Company, at PKR 10/- (Pak Rupees Ten) per share, as per their proportional entitlement.

      Size of the proposed issue

      The Company shall issue 4,990,751 (Four Million Nine Hundred Ninety Thousand Seven Hundred Fifty-One) ordinary shares, at a price of PKR 10/- (Pak Rupees Ten) per share, aggregating to PKR 49,907,509/- (Pak Rupees Forty-Nine Million Nine Hundred Seven Thousand Five Hundred Nine Only).

      Face value of the share

      PKR 10/- each

      Basis of determination of price of the Right Issue

      The Right Issue is being carried out at par (PKR 10/- share). The Issue Price has been determined by the Board of Directors based on prevailing market value and does not dilute minority shareholder interest. The Issue Price at Par (i.e., PKR 10/- share) is justified and is in line with market practice. which represents a substantial discount of approximately 29.89% to market price as of the date of announcement of Right Issue (i.e. September 28, 2025) being the date of announcement of the Right Issue).

      Proportion of new issue to existing with condition, if any

      1 Right Shares for every 3 ordinary shares held by existing shareholders.

      Date of meeting of the BOD wherein the Right Issue was approved

      September 29, 2025

      Names of directors attending the BOD meeting

      Brief purpose of utilization of Right Issue proceeds

      The proceeds from the rights issue will be utilized for the following;

      i. PKR 10,000,000/- will be invested in786 Smart Fund

      1. Mr. Ahmed Salman Munir

      2. Ms. Tara Uzra Dawood

      3. Mr. Ahmer Zia Sarwar

      4. Mr. Nadeem Akhtar

      5. Mr. Iqbal Shafiq

      6. Mr. Syed Musharaf Ali

      7. Mr. Naveed Ahmed

      1. An amount of PKR 13,334,985/-, representing approximately 26.76%, will be utilized for investment in the Collective Investment Schemes managed by 786 Investments Limited.

      2. Breakup value of Right Proceeds

      Item

      Details

      ii. PKR 3, 334,985/- will invested in 786 Money Market Fund.

      c) For the upgrade of technology;

      d) To repay the Outstanding Principal Subordinated loan amount PKR 12,000,000/- with approximate financial charges PKR 15,071,132/-

      All the above is vital for sustaining business growth and aligns with the Company's broader strategy to strengthen its financial position, enhance profitability, and ultimately deliver greater returns to shareholders.

      Minimum Level of Subscription (MLS)

      Not Applicable

      Application Supported by Blocked Amount (ASBA) facility. if any, will be provided for subscription of right shares

      Not Opted

      Time of Complete Utilization of proceeds

      By the end of June 30, 2026

      1. The total fund required for the upgradation of technology is PKR 10,000,000/-

      2. 100% of the funds financed through the Right Issue

      3. 0% of the funds financed from other sources, and

      4. 10% to 20% is the estimated increase in Revenue and Profitability.

    2. ‌Principal Purpose of the Issue and Funding Arrangements

      Purpose of the Right Issue

      The proceeds from the rights issue will be utilized to Repay Subordinated loan principal with financial charges and upgradation of the technology both of which are vital for sustaining business growth. This aligns with the Company's broader strategy to strengthen its financial position, enhance profitability, and ultimately deliver greater returns to shareholders.

      Utilization of Right Issue Proceeds

      Principal Purpose of the issue and funding arrangements

      1- For the Repayment of Loan with Financial Charges following is the detail;

      i. Name of Lender: Tara Uzra Dawood

      ii. Principal Loan Amount: PKR 22 million

      iii. Outstanding Principal Amount PKR 12M

      iv. Markup Amount: PKR 15,071,132

      v. Markup Terms @ 3 Month KIBOR +2%

      vi. Date of Agreement 17/07/2020

      vii. No Pledge against the Loan

      viii. The loan amount was deposited on 14 September 2020. The funds were utilized to strengthen the Company's equity position and ensure compliance with the Minimum Equity Requirement (MER) of PKR 230 million

      for both licenses. Prior to the subordinated loan, the Company's equity stood at PKR 208 million, covering only the Asset Management license. After infusion of this loan, the MER requirement was met, and the Investment Advisory Services license was successfully renewed.

      ix. A reduction in financial charges on the outstanding amount-calculated at 3-month KIBOR + 2%-will contribute to improved company profitability.

      Upgradation of Technology

      i. Nature of Asset: Intangible Assets

      ii. Title of the Asset: Software Application & Network Server

      iii. Estimated Cost of the Asset: PKR 10 million

      iv. Related Party Disclosure: The vendor from whom the intangible asset is being acquired is not a related party.

      Breakup Value of upgradation:

      a) Core Software Development & Licensing: PKR 5M

      b) Server Infrastructure (Network + Hosting): PKR 3.5M

      c) Investor Portal Interface: PKR 1.5M

      Investment in Collective Investment Scheme

      786 Investments License Details:

      The Collective Investment Schemes are managed under License No. SECP/LRD/LD/17/AMCW/786IL/2022, issued on July 3, 2025, for a period of three (03) years with effect from May 26, 2025. The license has been granted in accordance with the NBFC Regulatory Framework to carry out Asset Management Services under sub-rule (9) of rule 5 of the NBFC Rules, 2003.

      This license is held by 786 Investments Limited for the management and operation of the following Collective Investment Schemes:

      Collective Investment Scheme 1: 786 Smart Fund

      Type of Fund: Open-End Funds.

      Collective Investment Scheme 2: 786 Islamic Money Market Type of Fund:

      Open-End Funds.

      • Proposed allocation of Right Proceeds: PKR 10 million

      • Latest Fund Size: PKR 1.4B

      • Latest Net Asset Value (NAV): As of December 01, 2025, the latest published NAV for the relevant funds is PKR 87.33.

      • Yearly Return: 9.22%

      • Proposed allocation of Right Proceeds: PKR 3, 334,985/-

      • Latest Fund Size: PKR 388M

      • Latest Net Asset Value (NAV): As of December 01, 2025, the latest published NAV for the relevant funds is PKR 104.32

      • Yearly Return: 9.26%

      1. Basis of raising the money from right issue:

        • The Company has an outstanding subordinated loan that carries associated financial charges. This liability increases the financing cost and impacts the bottom line.

        • Existing technology infrastructure requires modernization to meet evolving market standards and operational efficiency needs.

        • The Company seeks to strengthen its internal investment capacity through allocation to its own fund.

      2. Reasons and benefits for raising additional funds (with facts and figures)

        • Repaying this loan strengthens the balance sheet, reduces financial leverage, and lowers recurring interest expenses, thereby improving profitability and enhancing long-term sustainability.

        • Investment in technology upgradation will improve productivity, reduce operational bottlenecks, enhance service delivery, and maintain competitiveness. This ensures 786 Investments Limited continuity and supports growth by aligning with industry best practices.

        • This investment creates an additional revenue stream, diversifies income sources, and provides financial resilience. It also reflects prudent treasury management, positioning the Company for future growth opportunities and shareholder value creation.

    3. ‌Financial Effects Arising from Right Issue

      The final Offer Document states the following Financial Effects:

      1. The Company confirms that the Financial Effects Arising from the Right Issue have been fully updated in line with the audited financial statements and recalculated based on accurate pre-issue and post-issue numbers.

        Item

        Measurement Units

        Pre-Issue

        Post-Issue

        Increase in Percentage

        Authorized Share Capital

        PKR

        200,000,000

        200,000,000

        0%

        Paid-up Capital

        PKR

        149,737,500

        199,645,009

        33.33%

        Net Equity

        PKR

        271,759,595

        321,667,104

        18.35%

        Net Assets Breakup Value per Share

        PKR

        18.15

        16.11

        (11.24%)

        Gearing Ratio

        %

        10.12%

        8.55%

        (15.51%)

        Market Share

        N/A

        N/A

        N/A

        N/A

      2. Pre-issue and post-issue number of Authorized shares capital and Paid-up Capital

        Section

        Particulars

        Pre-Issue

        Right Issue Impact

        Post-Issue

        Share Capital

        Number of Shares

        14,973,750

        +4,990,751

        19,964,501

        Equity

        Net Equity (PKR)

        271,759,595

        +49,907,509

        321,667,104

        Equity Increase (%)

        -

        -

        -

        18.36%

        NAV / Breakup Value

        NAV per Share (PKR)

        18.15

        -

        16.11

        NAV Impact

        -

        -

        -

        Decrease

        Gearing Ratio

        Total Liabilities (PKR)

        27,503,917

        No Change

        27,503,917

        Gearing Ratio (%)

        10.12%

        -

        8.55%

        Change in Gearing Ratio (%)

        -

        -

        -

        15.51%

        Reduction

      3. Formula of Net Asset Breakup Value per share and Gearing Raito is mentioned below.

        Computation

        Formula Used

        Result

        Actual Number of Shares (Pre-Issue)

        Paid-up Capital ÷ Par Value = 149,737,500 ÷ 10

        14,973,750

        shares

        Post-Issue Shares

        Paid-up Shares + Right Shares= 14,973,750 + 4,990,751

        19,964,501

        shares

        Post-Issue Equity

        Equity + Right proceeds = 271,759,595 + 49,907,509

        321,667,104

        Increase in Equity (%)

        (Post-Issue Equity − Pre-Issue Equity) ÷ Pre-Issue Equity × 100

        18.36%

        Pre-Issue NAV per Share

        (Net Asset /no. of share before issue) = 271,759,595

        ÷ 14,973,750

        18.15

        Post-Issue NAV per Share

        (Net Asset /no. of share after issue) = 321,667,104 ÷ 19,964,501

        16.11

        Pre-Issue Gearing Ratio

        Gearing Ratio - Pre Issue = (Total Debt/Total Equity Before Issue) *100

        Total Liabilities ÷ Pre-Issue Equity = 27,503,917 ÷ 271,759,595

        10.12%

        Post-Issue Gearing Ratio

        Gearing Ratio - Post Issue = (Total Debt/Total Equity After Issue) *100

        Total Liabilities ÷ Post-Issue Equity = 27,503,917 ÷ 321,667,104

        8.55%

        Change in Gearing (%)

        (Post-Issue Ratio − Pre-Issue Ratio) ÷ Pre-Issue Ratio

        × 100

        (15.51%)

        Reduction

    4. ‌Total Expenses to the Issue

      Expense Head

      Amount

      Underwriting Commission

      0.5%

      Bankers Commission

      PKR 75000/- flat

      PSX Fee (0.2% of increase in paid-up-capital)

      Upto PKR 998,150

      SECP Supervisory Fee (10% of fees paid to PSX)

      Upto PKR 99,815

      CDC Fee - Fresh Issue Fee

      0.144% of the new share capital

      Stamp Duty for Additional Shares (0.15% of face value in book entry form / 1.5% on physical shares)

      Upto PKR 748,612

      Additional Fee for Auditors Certificates

      Upto PKR 50,000

      Financial Advisor Fee

      Nil

      Legal Advisor Fee

      Nil

    5. ‌Details of Underwriters

      Name of Underwriter

      Amount Underwritten (PKR)

      Associated Company/Associated Undertaking of Issuer (Yes/No)

      Dawood Equities Limited

      34,935,850/-

      No

    6. ‌Commitments from Substantial Shareholders/Directors

      Name of Person

      Status (Substantial Shareholder/Director)

      Number of Shares Committed to be Subscribed

      Amount Committed to be Subscribed (PKR)**

      Shareholding

      % pre-issuance

      Shareholding % post-issuance**

      Tara Uzra Dawood

      Director

      1,492,166

      14,921,660

      29.90%

      29.90%

      B.R.R

      Guardian Limited

      Substantial Shareholder

      824,854

      8,248,540

      16.53%

      16.53%

      Ahmed Salman Munir

      Director

      833

      8,330

      0.0167%

      0.0167%

      Ahmer Zia Sarwar

      Director

      833

      8,330

      0.0167%

      0.0167%

      Iqbal Shafiq

      Director

      833

      8,330

      0.0167%

      0.0167%

      Name of Person

      Status (Substantial Shareholder/Director)

      Number of Shares Committed to be Subscribed

      Amount Committed to be Subscribed (PKR)**

      Shareholding

      % pre-issuance

      Shareholding % post-issuance**

      Nadeem Akhter

      Director

      833

      8,330

      0.0167%

      0.0167%

      Syed Musharaf Ali

      Director

      833

      8,330

      0.0167%

      0.0167%

      Naveed Ahmed

      Director

      833

      8,330

      0.0167%

      0.0167%

      Notes 1.6 is amended as follows:

      • The Portion pertaining to Bank of Khyber, being a substantial shareholder, holding 15% of the existing shares, has been underwritten.

      • Subject to the actual number of shares subscribed during the right issue

      • (Note that directors and subscribers may arrange for others to subscribe to their entitlements; furthermore, such persons may subscribe to additional shares offered by the Board)

    7. ‌Fractional Right Shares

      • Fractional shares, if any, shall not be offered and all fractions less than a share shall be consolidated and disposed of by the company and the proceeds from such disposition shall be paid to such of the entitled shareholders as may have accepted such offer;

    8. ‌Important Dates - Tentative Schedule for Issue of Letter of Rights

      786 Investments Limited Schedule for Issuance of Letter of Rights

      Book Closure: From 17.12.2025 to 17.12.2025 (both days inclusive)

      Serial

      Procedure

      Day

      Date

      1

      Date of credit of unpaid Rights into CDC in Book Entry Form

      Thursday

      18.12.2025

      2

      Dispatch of Letter of Right (LOR) to physical shareholders

      Monday

      22.12.2025

      3

      Intimation to PSX Dispatch/Credit of Letter of Right (LOR) to physical shareholders

      Monday

      22.12.2025

      4

      Commencement of trading of unpaid Rights on the Karachi Stock Exchange Limited

      Friday

      19.12.2025

      5

      Last date for splitting and deposit of Requests into CDS

      Wednesday

      24.12.2025

      6

      Last date of trading of Rights Letter

      Friday

      02.01.2026

      7

      Last date for acceptance and payment of shares in CDC and physical form - Last payment date

      Friday

      09.01.2026

      8

      Allotment of shares and credit of book entry of Shares into CDC

      Friday

      23.01.2026

      9

      Date of dispatch of physical shares certificates

      Friday

      23.01.2026

  2. ‌SUBSCRIPTION AMOUNT PAYMENT PROCEDURE:

    1. Payment as indicated above should be made by cash or crossed cheque or demand draft or pay order made out to the credit of "786 Investments Limited -Right Shares Subscription Account" through any of the authorized branches of above-mentioned bank(s) on or before January 09, 2026 along with this Right Subscription Request duly filled in and signed by the subscriber(s).

    2. (ii) Right Subscription Request can be downloaded from the Company website https://www.786investments.com

    3. ln case of Non-Resident Pakistani/ Foreign shareholder, the demand draft of the equivalent amount in Pak Rupees should be sent to the Chief Financial Officer, (Mr. Noman Shakir) at the office of the issuer along with Right Subscription Request (both copies) duly filed and signed by the subscriber(s) with certified copy of NICOP

      / Passport well before the last date of payment.

    4. All cheques and drafts must be drawn on a bank situated in the same city where the Right Subscription Request is deposited. Cheque is subject to realization.

    5. The Banker(s) to the lssue will not accept Right Subscription Requests delivered by post which may reach after the closure of business January 09, 2026 unless evidence is available that these have been posted before the last date of payment.

    6. Payment of the amount indicated above to the lssuer's Banker(s) to the lssue on or before January 09, 2026 shall be treated as acceptance of the Right offer.

    7. After payment has been received by the Banker(s) to the lssue, the Right Securities will be credited into respective CDS Accounts within l-4 business days from the last payment date. Paid Right Subscription Request will not be traded or transferred.

  3. ‌PROFILE OF BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS

    Name

    Position

    Tenure of Directorship

    Mr. Ahmed Salman Munir

    Independent Director

    Since July 30, 2024

    Ms. Tara Uzra Dawood

    Female Director & Chief Executive Officer

    Since July 30, 2024

    Name

    Position

    Tenure of Directorship

    Mr. Ahmer Zia Sarwar

    Independent Director

    Since July 30, 2024

    Mr. Nadeem Akhtar

    Independent Director

    Since July 30, 2024

    Mr. Iqbal Shafiq

    Non-Executive Director

    Since July 30, 2024

    Mr. Syed Musharaf Ali

    Non-Executive Director

    Since July 30, 2024

    Mr. Naveed Ahmed

    Non-Executive Director

    Since July 30, 2024

    1. ‌Profile of the Board of Directors of the Company

      Ahmed Salman Munir - Chairperson

      Mr. Ahmed Salman Munir is currently a management consultant, executive coach and innocence lawyer. He has more than 30 years of progressive experience working with Fortune 500 companies both inside and outside Pakistan. He started his career with Exxon Chemical Pakistan Ltd and gained first class experience in Industrial Relations and Company Secretarial functions, then moved on to The Chase Manhattan Bank and remained Head of Human Resource for 5 years in Pakistan. In 1991, he joined Asian Development Bank, Manila, Philippines and remained in human resource function for 16 years until 2007 gaining experience with 65 nationalities in a multilateral environment. When he took early retirement in 2007 to return to Pakistan, he was Principal Compensation and Benefits Specialist, looking after compensation affairs of 25 Asian Development Bank Offices around the world. After returning to Pakistan, he remained Head of Human Resource with Summit Bank Ltd and a consultant until he retired in 2011. Thereafter he has worked as a consultant, visiting faculty at IBA, Karachi and an Executive Coach. Most recently, he worked as a consultant with Zarai Taraqiati Bank, Islamabad until Jan 2018.

      Mr. Munir likes to give back to the society and work Pro Bono to help women, children and men in distress. He was on the Board of Trustees, International School Manila for 3 years and honorary Editor of Pakistan Labor Cases in 1981/82. At that time, he also taught at Punjab University Law College, Lahore. He is a University Blue and holds Tennis colors from the Punjab University and Government College Lahore.

      Tara Uzra Dawood - Chief Executive Officer

      Miss Tara Uzra Dawood is the CEO and Founder of 786 Investments Limited, one of Pakistan's oldest and most respected asset management companies, established in 2003 and listed on the Pakistan Stock Exchange. She also serves on the boards of PAYSYS Labs (Pvt.) Limited, LADIESFUND Solar (Pvt.) Limited, LADIESFUND Energy (Pvt.) Limited, Pakistan Refinery Limited, Flow Petroleum (Pvt.) Limited, and Dawood Family Takaful Limited.

      She is certified in Corporate Governance by both the Pakistan Institute of Corporate Governance and Harvard Business School. A distinguished scholar, she holds a Doctorate in Juridical Science (S.J.D.) from Harvard Law School, where she specialized in Shariah law and finance, as well as mergers and acquisitions. She also earned her Bachelor of Arts (Honors) from Cornell University and Oxford University.

      Before founding 786 Investments Ltd., Miss Dawood worked with several leading international law firms across New York, Toronto, Amsterdam, Brussels, and California. She has also served on the faculty of

      Danube University Krems (Austria), as recommended by The International Investment Funds Association and EBAMA.

      Globally recognized as an authority on Shariah-compliant finance and finance for women, Miss Dawood has represented Pakistan at numerous prestigious international forums. She was a featured speaker at ALFI Rentrée 2020, organized by the Association of the Luxembourg Fund Industry, having also

      presented there in 2013 and 2014 on Islamic finance. Additionally, she was invited by France's Association Française de la Gestion Financière to contribute to the launch of its Shariah mutual funds industry.

      Iqbal Shafiq - Director

      Mr. Iqbal Shafiq is highly motivated individual, with complete dedication and commitment to work and fast learner, looking forward to have an excellent and rewarding business skills. He has done Masters (M.A Economics) from University of Manchester, U.K. He had established a Consultancy Firm in 1980 with the name Iqbal Shafiq Associates registered with Ministry of Planning Islamabad and Asian Development Bank. He has vast experience in financial consultancy.

      Syed Musharaf Ali - Director

      Mr. Syed Musharaf Ali is highly motivated individual, with complete dedication and commitment to work and fast learner, looking forward to have excellent and rewarding business skills. He has done Masters in Business Finance and working as Chief Financial Officer in listed Financial Institution. He has vast experience in financial sector.

      Naveed Ahmed - Director

      Mr. Naveed Ahmed has Master's Degree in Finance and Economics. He is also a Law graduate (LLB). He has over 15 years of professional experience with Financial Institutions major in Legal, Compliance and Corporate Affairs. He has been associated with well reputed Organizations like Central Depository Company of Pakistan, First Dawood Investment Bank Ltd and Dawood Family Takaful Limited.

      Ahmer Zia Sarwar - Director

      Mr. Ahmer Zia Sarwar is a member of ACCA and has done a master's in commerce. He has over 15 years of experience in professional teaching training. He has taught more than 4000 students in his journey. He is also the chairman of a consultancy firm orange management consultant. He is an expert on IFRS and Auditing standards.

      Nadeem Akhtar - Director

      Mr. Nadeem Akhter is an independent Director a fellow member of the Institute of Cost & Management Accountants of Pakistan and a fellow member of the Institute of Corporate Secretaries of Pakistan. He served for more than two decades in senior positions in various multinational and national organizations including rich experience of more than seventeen years in the insurance industry.

    2. ‌Profile of the Company

      786 Investments Limited is a public limited Non-Banking Finance Company (NBFC), incorporated in 1990 and licensed by the Securities and Exchange Commission of Pakistan (SECP) to provide asset management and investment advisory services. Listed on the Pakistan Stock Exchange under the symbol "786" and

      rated AM3+, the company offers a diverse portfolio of products, including mutual funds, savings plans, and wealth management solutions such as the 786 Smart Fund and 786 Islamic Money Market Fund. The organization is led by CEO Tara Uzra Dawood, with key management including Noman Shakir as CFO and Company Secretary. Its major shareholders include Tara Uzra Dawood, The Bank of Khyber, and B.R.R. Guardian Limited. With a commitment to transparency, ethical practices, and sustainable growth, 786 Investments strives to create long-term value for its investors while promoting responsible and socially impactful investment strategies that contribute to community well-being. and financial performance, while also emphasizing community well-being and social responsibility.

  4. ‌FINANCIAL DETAILS OF THE ISSUER

    1. Financial highlights of Issuer for last three years

      Description

      30-Jun-25

      30-Jun-24

      30-Jun-23

      Gross Revenue / Sale

      81,246,419

      46,699,436

      46,781,094

      Net unrealized gain/(loss) on revaluation

      of investments

      2,866,112

      (18,603,724)

      (850,290)

      Gross Profit

      38,923,052

      11,021,406

      13,091,424

      Profit before Tax

      38,951,439

      10,939,958

      13,536,828

      Profit after Tax

      35,418,029

      5,658,848

      10,075,813

      Net Profit

      35,418,029

      5,658,848

      10,075,813

      Accumulated Profit

      76,391,831

      40,973,802

      35,314,954

      Total Assets

      299,263,512

      260,515,343

      262,828,688

      Total Liabilities

      27,503,917

      24,173,777

      22,145,970

      Net Equity

      271,759,595

      236,341,566

      240,682,718

      Book Value per Share

      18.1491

      15.7837

      16.0736

      Earnings per Share

      2.37

      0.38

      0.67

      Dividend

      Nil

      Nil

      Nil

    2. ‌Financial highlights for the preceding year of consolidated financial

      • Not Applicable

    3. ‌Detail of issue of capital in previous five years

      • NIL

    4. ‌Average market price of the share of the Issuer during the last six months

      • PKR 11.61/- per share

    5. ‌Share Capital and Related Matters (as at October 21, 2025)

      1. Pattern of Shareholding of the Issuer (relative & absolute terms)

        786 Investment Limited Pre Issue Additional Information as at October 21, 2025

        S. No.

        Categories of Share holders

        Shares

        Held

        % Age

        1

        Substantial Shareholders

        2,474,562

        16.53

        B.R.R. Guardian Limited

        2,474,562

        2

        Directors, CEO their Spouses and Minor Children

        4,491,498

        30.00

        Miss Tara Uzra Dawood

        4,476,498

        Mr. Iqbal Shafiq

        2,500

        Mr. Ahmer Zia Sarwar

        2,500

        Mr. Ahmed Salman Munir

        2,500

        Mr. Nadeem Akhter

        2,500

        Syed Musharaf Ali

        2,500

        Mr. Naveed Ahmed

        2,500

        3

        General Public and Others

        8,007,690

        53.48

        Total

        14,973,750

        100.00

        Shareholders holding ten percent or more shares in the Company before Right Issue

        Share Held

        %

        Miss Tara Uzra Dawood

        4,476,498

        29.90%

        B.R.R. Guardian Limited

        2,474,562

        16.53%

        The Bank of Khyber

        2,246,055

        15.00%

        786 Investment Limited Additional Information after Right Issue

        S. No.

        Categories of Share holders

        Shares

        Held

        % Age

        1

        Substantial Shareholders

        3,299,416

        16.53

        B.R.R. Guardian Limited

        3,299,416

        2

        Directors, CEO their Spouses and Minor Children

        5,988,662

        30.00

        Miss Tara Uzra Dawood

        5,968,664

        Mr. Iqbal Shafiq

        3,333

        Mr. Ahmer Zia Sarwar

        3,333

        Mr. Ahmed Salman Munir

        3,333

        Mr. Nadeem Akhter

        3,333

        Syed Musharaf Ali

        3,333

        Mr. Naveed Ahmed

        3,333

        3

        General Public and Others

        10,676,423

        53.48

        Total

        19,964,501

        100.00

      2. Details and shareholding of the holding company

        • Not Applicable

  5. ‌RISK FACTORS

    1. ‌Risk Associated with the Rights Issue

      • Under-subscription Risk:

      There is a risk that the Right issue may get undersubscribed due to lack of interest from shareholders of the Company. The Right issue is being carried out at a price which is less than the current share price in the market and hence there is no major investment risk associated with the Right issue. The substantial shareholders and directors of the Company have confirmed that they shall subscribe to (or arrange the subscription of) their respective right entitlements, while the balance portion of the Right issue will be underwritten in accordance with the applicable laws.

    2. ‌Risk Associated with the Issuer

      A. Internal Risk Factors

      Type of Risk

      Description

      a) Operational Risk

      Operational risk represents the possibility that weaknesses or failures in the Company's internal processes, systems, personnel, or controls may adversely affect its ability to perform essential AMC functions, such as trade execution, NAV computation, fund accounting, compliance reporting, and investor servicing. As an AMC regulated under the NBFC Regulations 2008, the Company is required to maintain strong operational discipline, and any disruption in its technology platforms, reconciliation processes, cybersecurity environment, or workflow systems may

      hinder regulatory reporting and affect service delivery to investors.

      b) Financial Risk

      Financial risk refers to the uncertainties associated with the Company's financial assets, liabilities, and revenue streams, particularly because its earnings largely depend on the level of Assets Under Management (AUM) and fee income from managed funds. The Company currently carries a subordinated loan with markup as its primary financial liability, and fluctuations in cash flow or revenue may affect its financial flexibility. The repayment of the subordinated loan through rights proceeds will significantly reduce the Company's financial leverage, eliminate markup burden, strengthen the balance sheet, and improve its long-term financial stability.

      Type of Risk

      Description

      c) Credit Risk

      Credit risk arises from the possibility that counterparties may fail to meet their financial obligations, particularly management fee receivables due from collective investment schemes managed by the Company. The Company's exposure to credit risk remains limited because receivables are short-term, diversified, and historically demonstrate no defaults, and because trustee and custodial arrangements mandated by SECP ensure adequate settlement discipline. Management continues

      to monitor receivable recoveries to ensure minimal exposure to credit-related losses.

      d) Liquidity Risk

      Liquidity risk represents the chance that the Company may face difficulty in meeting its financial obligations as they fall due. Given that the Company has minimal borrowings apart from the subordinated loan, and given that the loan repayment will be made through the rights issue proceeds, the overall liquidity exposure is expected to decline materially. The Company believes liquidity risk to be low due to its predictable fee-based income, low fixed-cost structure, and improved cash position

      after the elimination of loan-related outflows.

      e) Regulatory Compliance Risk (SECP & PSX)

      Regulatory compliance risk refers to the possibility that failure to meet any requirement of the NBFC Regulations 2008, SECP directives, or PSX listing obligations may result in penalties, reputational harm, or operational restrictions. The Company has taken corrective steps, including revising its object clause to align its memorandum with AMC-related activities, to facilitate removal from PSX's non-compliant segment and ensure full adherence to applicable regulations. The

      Company continues to maintain robust compliance processes to avoid any regulatory lapses.

      Software Licensing Risk

      Technology and software licensing risk arises because the Company is upgrading its digital infrastructure-including fund management software, portfolio systems, servers, and cybersecurity tools-which require valid software licenses, annual renewals, and vendor-supported updates. If the Company is unable to procure or renew any required licenses, its ability to operate core AMC functions such as NAV calculation, investor onboarding, trade processing, and reporting may be adversely affected. This risk is being mitigated through vendor coordination, contingency plans, license monitoring systems, and dedicated allocation of rights proceeds for

      technology enhancement.

      Regulatory Risk

      Regulatory risk refers to the possibility that future amendments in the NBFC

      Regulations 2008 or related SECP directives may impact the Company's operations,

      fee structure, governance requirements, product offerings, or cost of compliance. Any changes in regulatory capital requirements, fund investment limits, disclosure rules, or taxation could influence the Company's profitability and operational flexibility. The Company actively monitors regulatory developments to ensure timely compliance and strategic adaptation.

      Negative Operating Cash Flow Risk

      Negative operating cash flow risk arises because the Company has recorded negative cash flows from operating activities in recent financial years due to subdued AUM levels, higher compliance costs, and technology-related expenditures.

      Continued shortfalls could affect the Company's ability to meet its working capital needs without external financing. Management plans to address this by repaying the subordinated loan, upgrading technology to improve efficiency, and investing a portion of rights proceeds into its own collective investment scheme to increase

      recurring fee income and restore positive cash flows.

      Investment Risk

      Since the Company's future management fee income is influenced by fund

      • Investment risk refers to the possibility that market volatility, interest rate changes, or economic downturns may negatively affect the performance of the collective investment scheme into which rights proceeds will be invested.

      Type of Risk

      Description

      performance, adverse market movements may impact returns and income. The Company mitigates this risk through diversified portfolio allocation, continuous market monitoring, strict adherence to SECP investment guidelines, and a disciplined investment process.

      • Please note as per SECP Circular No: 11 of 2018 states that "Investment in equity and equity-related securities involves a risk of loss, and the investor may lose his investment entirely. The Company, its sponsors, directors, or advisers do not in any manner guarantee the returns on investment nor assume any responsibility for the investment performance."

    3. ‌External Risk Factors

      Type of Risk

      Description

      A. Business Risk

      Business risk represents the possibility that the Company's revenue or profitability may decline due to reductions in AUM, investor redemptions, or weakened demand for investment products during periods of economic slowdown. Since the Company operates exclusively as an AMC and earns fee income based on AUM, any market-driven or sentiment-driven reduction in fund size may directly affect

      earnings.

      B. Interest Rate Risk

      Interest rate risk refers to the impact of changes in market interest and markup rates on the performance of fixed-income and money market funds managed by the Company. Although the Company does not have interest-bearing bank debt other than the subordinated loan being repaid through rights proceeds, interest rate fluctuations may influence fund returns, investor behavior, and consequently

      the Company's management fee income.

      C. Foreign Exchange Risk

      Foreign exchange risk arises indirectly from macroeconomic conditions, as significant fluctuations in PKR/USD exchange rates may affect investor confidence, market yields, software procurement costs, and the overall financial market environment in which the Company operates. While the Company does not maintain major foreign-currency assets or liabilities, imported software and

      technology costs may increase in a depreciating currency environment.

      D. Risk in the Global Economic and Financial Markets

      Global economic and geopolitical developments-including commodity price shocks, inflationary pressure, global recessionary trends, and volatility in international financial markets-may negatively influence Pakistan's interest rates, sovereign yields, and investor sentiment. Such external shocks can indirectly

      affect the performance of funds under management and therefore the Company's

      fee-based revenue.

      E. Regulatory Risk

      Regulatory risk also arises from changes in government policies, taxation rules, or sector-specific regulations that may affect industries in which the Company's collective investment schemes invest. Amendments in duties, taxes, or industry-

      related policies may impact the profitability or valuation of underlying securities, thereby influencing fund performance and management fee income.

  6. ‌LEGAL PROCEEDINGS

    Clause

    Description

    6.1 Outstanding Legal Proceedings of the Company

    NIL

    6.2 Action taken by the Securities Exchange against the issuer or associated listed companies of the

    issuer during the last three years due to noncompliance of the its Regulations

    Order dated August 29, 2025 under Section 282J(1) of the Companies Ordinance, 1984 which was PKR 25,000/- only

    6.3 Any outstanding legal proceeding other than the normal course of business involving the issuer,

    its sponsors, substantial shareholders, directors and associated companies, over which the issuer has control, that could have material impact on the issue

    NIL

  7. ‌SIGNATORIES TO THE OFFER DOCUMENT

For and on behalf of

786 Investments Limited







Signatures

Ahmed Salman Munir Tara Uzra Dawood Ahmer Zia Sarwar



Iqbal Shafiq



Naveed Ahmed



Nadeem Akhter

Syed Musharaf Ali



Schedule II

Disclosures in tabular form of SECP comments on the Offer Document Comments on Offer Document of 786 Investments Limited (the "Company") In compliance with Regulation 3(2)(v) read with Schedule of the Companies (Further Issue of Shares) Regulations, 2020 (the "Regulations")

Section / Item

Checklist Point (Exact Text Provided)

Remark

1. General Points

Dates shall be disclosed and updated in the offer

document (OD).

Incorporated

2. Cover Page

i. Add the logo/monogram of the Company on cover

page.

Incorporated

ii. Disclose the complete link of the website, where

the OD can be downloaded appearing at the end of cover page.

Incorporated

3. Undertaking by the

CEO and CFO

i. Undertaking shall be signed by the respective

signatories in the OD.

Incorporated

4. Undertaking by the Board of Directors

i- In clause 4 of the undertaking, include the disclosure

that "the supporting documents are true and correct to the best of our knowledge and belief".

Incorporated

ii-In clause 4 of the undertaking, replace the word

"SECP" with the "Issuer".

Incorporated

iii- In clause 5 of the undertaking, replace the

expression "no comments were received from SECP and PSX", with the dates on which comments are received from SECP and PSX.

Incorporated

iv- In clause 6 of the undertaking, also include that the draft offer document is updated in light of comments

of PSX and SECP.

Incorporated

v- Replace the clause 8 of the undertaking with the following "The final offer document was submitted to the Commission and placed on Securities Exchange website on along with the book closure dates and relevant right issuance timelines. (i.e. within 5 days from the date of receipt of comments of PSX and

SECP)".

Incorporated

vi- Clause 9 of the undertaking, replace the existing

text with the following "The statutory auditor m/s. of the issuer shall submit half yearly report to the issuer regarding utilization of proceeds in the manner referred to in the final offer document. the issuer will include the report of the statutory auditor, along with its comments thereon, if any, in its half yearly and

annual financial statements".

Incorporated

vii- The undertaking shall be signed by the Board of

Directors or an officer of the Company authorized by

Incorporated

them in this behalf, as required under clause 3 of the

Schedule 1.

5. Disclaimer

i- Provide the disclaimer as provided in clause 4 of

Schedule of the Regulations

Incorporated

6. Glossary of Terms & Definitions

i- In definition of the 'Issue Price' please note that determining the issuance price of right shares is an important decision with significant implications for the minority shareholders. This is best understood by analyzing the issuance price of right shares relative to the prevailing market price of the company's shares. Issuance of right shares at a price equal to or higher than the prevailing market price conveys high confidence in the business and implies that the existing shares held by minority shareholders are unlikely to lose value regardless of their decision to subscribe to the right shares. Issuance of right shares at a price lower than the prevailing market price indicates low confidence in the business and implies that the existing shares held by the minority shareholders are likely to lose value and they must subscribe to the right shares to compensate for that loss. Considering the above and in the best interest of the minority shareholders, it would be better if the issuance price of right shares was set equal to or close

(+-10%) to the prevailing market price.

Incorporated

7. Contents

i- In table of contents, mention page number in the

OD.

Incorporated

8. Salient Features of the Right Issue - Brief terms of the right issue

i- In "Basis of determination of price of the Right Issue", provide detailed justification for the Right issue at par (i.e. Rs. 10/-), which represents a substantia! discount of approximately 42.5% to market price as of the date of announcement of Right Issue (i.e.

September 28, 2025).

Incorporated

  1. In "brief purpose of utilization of Right Issue proceeds", following disclosures are required separately:

    1. Disclose that the proceeds will be utilized for the investment in collective investment schemes being managed by the Company;

    2. For the upgradation of technology, as required under clause 7(i}(i) of the Schedule I

Incorporated

i, Total funds required for the upgradation of technology;

  1. Percentage of funds financed through the Right Issue;

  2. Percentage of funds financed from other sources, if any; and

Incorporated

iv. Impact on production capacity.

iii. Time of complete utilization of proceeds

Incorporated

8. Principal Purpose of the Issue and Funding Arrangements

a) For repayment of subordinated loan with financial charges, provide the following disclosures in OD as

required under clause 7(ii}B(t) of Schedule I

Incorporated

1. details of loan proposed to be repaid such as name of the lender, brief terms and conditions and amount outstanding: ji. dates of receipt of loan from Ms. Tara Uzra Dawood; iii. details whether the loan is pledged against any financing facility; iv. table containing date of deposit of loan in bank account of the company and subsequent utilization of the same; v. Reasons of issuing right for payment of loan; and vi. Impact of

loan repayment on financial position of the company.

Incorporated

b) For upgradation of technology, provide the following disclosures in OD as required under clause

7(ii)B(e) of Schedule

Incorporated

c) For investment in collective investment schemes being managed by the Company, provide the following disclosures in OD:

i. Details of the schemes;

ii, Disclose the licenses held by the Company under the NBFC Regulatory framework, along with their respective validity dates in the OD;

iii. Scheme wise Investment amount; and

iv. Latest net asset value of ail schemes.

Incorporated

i. Nature of the asset; li. Title of the asset:

iii. Estimated cost of the asset; and

iv. if the party from whom intangible asset is being acquired is a related party, status be disclosed.

Incorporated

9. Financial Effects Arising from Right Issue

  1. In clause 1.3, provide the following:

    1. financial effect as at June 30, 2025 instead of June 30, 2024; and

    2. correct pre-issue and post issue number of authorized share capital and paid up capital.

ii. Disclose formula of net asset breakup value per share and gearing ratio in OD.

Incorporated

10. Commitments from substantial shareholders/directors

i. In clause 1.6 of the OD, disclose the details of commitments from substantial shareholders and directors.

ii, in clause 1.6 of the OD, disclose that the portion pertaining to Bank of Khyber, being a substantial shareholder, holding 15% of the existing shares, has been underwritten.

Incorporated

iii. The note in clause 1.6, may be amended as follow: "Subject to the actual number of shares subscribed during the Right Issue {note that directors and subscribers May arrange for others to subscribe to their entitlements; furthermore, such persons may

subscribe to additional shares offered by the Board)".

11. Fractional Right Shares

Clause 1.7 the purpose of Proceeds realized from disposal of fractional shares should comply with the Same as provided in Regulation 3 (1)(ii) of the

Regulations.

Incorporated

12. Financial Details of the Issuer

i. In clause 4.1 of the OD:

a} Use the same basis for disclosing revenue for financial year 2024, 2023 and 2025 (net of unrealized gain or otherwise);

b) Correct the figures of profit after tax for 2023, 2024 and 2025, in light of annual audited accounts; c)

Mention the figures of accumulated profit; and

d) Correct the figure of total liabilities of financial year 2023 in light of annual audited accounts.

Incorporated

ii. In clause 4.5 "Share Capital and Related Matters" also disclose the post Right Issue number of shares held by the directors, Sponsors and substantial

shareholders of the issuer.

Incorporated

13. Risk Factors

i. Most of the Risk factors disclosed are generic in nature and need to be modified to make the same

specific to the Company.

Incorporated

ii. Disclose the "Software Licensing Risk" for upgradation of technology/software highlighting the potential consequences if the necessary license is not granted, including the impact on the Company's

operations, financial performance, and the measures implemented to mitigate this risk.

Incorporated

iii, - In liquidity risk, disclose latest outstanding financial obligation of the Company, ability of the Company to honor the obligation and effect on performance of the Company if obligations are not

met.

Incorporated

iv. In credit risk, details of advances or other receivables, if any that have defaulted in past three years to be added. Also specify how they can impact

performance of the Company.

Incorporated

v. In regulatory risk, specific regulatory risk that may affect the investment in collective investment

schemes being managed by the Company, be added.

Incorporated

vi. Disclose that the Company has reported negative cash flows from operating activities in last two

financial years (2024 and 2025). Please provide its

Incorporated

impact on the Company's operations. and mitigating

measures adopted to address this risk.

vii. Investments risks ~ Disclose the investment

specific risks associated with the Company's intention to deploy proceeds into its investment in collective investment schemes being managed by the Company along with mitigation measures adopted by Company to address this risk.

Incorporated

14. Signatories to the Offer Documents

i. The OD shall be signed by all the directors or an officer of the company authorized by them in this

behalf in original duly dated and witnessed, as required under clause 13 of the Schedule

Incorporated

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