Bawany Air Products Limited.PSX: BAPL

Disclosure under listed Companies (substantial acquisition of voting shares and takeovers regulations, 2017)

· Issued by Bawany Air Products Limited.


BAWANYAIR

PRODUCTS LIMITED

08 July 2025

The General Manager,

Pakistan Stock Exchange Limited, Stock Exchange Building Limited, Karachi

Subject: DISCLOSURE UNDER LISTED COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKEOVERS REGULATIONS, 2017

Dear Sirs,

In accordance with the requirements of the Rule Book of Pakistan Stock Exchange Limited, applicable provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares & Take-Overs) Regulations, 2017 (the "Regulations"), the Company hereby conveys the following information:

Pursuant to Regulation 6 of the Regulations, the Company has received a letter from Intermarket Securities Limited informing of the Acquirers intention to acquire 600,000,000 ordinary shares and control of the Company, beyond the thresholders prescribed under Section 111 of the Securities Act, 2015. Please find attached a copy of the letter received along with the Notice which has been enclosed for your information.

You may please inform the TRE-Certificate holders accordingly. Yours faithfully,

For an on behalf of



Bawany Air Products Limited

Comp Secretary C.C.

The Executive Director,

Public Offering & Regulated Persons Department, Securities & Exchange Commission of Pakistan, NIC Building, 63 Jinnah Avenue,

Islamabad Jinnah Avenue



INTERMARKET SECURITIES LIMITED

Form erly EFG Hermes Pa kistan Limited

July 08, 2025

Executive Director

Public Offering & Regulated Persons Department Securities Market Division Securities & Exchange Commission of Pakistan

NIC Building, Jinnah Avenue,

Blue Area, Islamabad

General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road Karachi

Mr. Nairn Anwer

Director and Chief Executive

Officer

Bawany Air Products Limited

2nd Floor, Nadir House,

I.I Chundrigar, Road, Karachi

Subject: Public Announce ent of Intention o ac uire u o 98 76 / shares of Ba an Ai Products Limited

Dear Sir/Madam,

We, lntermarket Securities Limited, have been appointed as the Manager to the Offer by Mr. Mohabat Khan & Others (the "Acquirers") in accordance with the provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

On behalf of the Acquirers, we are pleased to submit the enclosed Public Announcement of Intention to acquire approximately 600,000,000 ordinary shares of Bawany Air Products Limited (the "Target Company"), representing approximately 98.76% Of the total issued and paid-up capital of the Target

Company (the "Transaction").

The Public Announcement of Intention is scheduled to be published on July 09, 2025, in one English-

language daily newspaper

Business Recorder and one Urdu-language daily newspaper Roznama

Dunya, in compliance with applicable regulatory requirements.

Please find enclosed herewith a copy of the said announcement for your record. Should you require

any further information or clarification, you may contact the undersigned at your convenience.

Thank you for your attention to this matter.

For and on behalf of Intermarket Securities Limited

{Manager to the Offer)



Ibrar orejo

Associate-Investment Banking Intermarket Securities Limited

Syed Saifullah Kazmi

Head-Investment Banking Intermarket Securities Limited



Registered Office Bahria Complex-IV,

Cth Floor, Ext. BIOck,

th. KhaIique-uz-Zaman Poad, Gizri, Karachi-75500, Pakistan. f92 21 11J 467 000

Branch - I Branch - li Branch - III Branch - IV

Pakistan Stock Exchange New 9uilvi|ap P!ct 39-A, PakiStan StOCk EX hSPg€' Suite no. 212, 2nd Floor, 10th Floor, Room Nos. 1001NB 1010NB Adjacent Ge'Jix Phdrma, 139-140 & 409.3rd ara 4th Floor. riot No. 118, Blcck-3, Stock Exchange Road, Karachi 74000 8o an9 Are.k, Stock Exchange Building. s.lvi.c.H.S, Karachi Pakistan Pakistan. KDFD-Chi 7fi190, Pakistan. Stock Exchange Road, Karacini. (92 21) 34122991,

f92 211111-467-000 (92 21 JI 467 000 (92 21) IU 467 000 34122995-6

Regional Lahore Office: 11th Flocr, M.M Towers, Properly Nc. 28, Block K, h4.lvi Alam Road,

G Iberg III,Lahore.

(92 42) 35788841, 35817666

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE 98.76% OF THE ISSUED PAID-UP CAPITAL AND CONTROL OF BAWANY AIR PRODUCTS LIMITED

BY

MOHABAT KHAN AND OTHERS ACTING IN CONCERT UNDER SECURITIES ACT, 2015 Note: This Public Announcement of Intention (PAI) is being made pursuant to the direction issued by the Securities and Exchange Commission of Pakistan (SECP) vide letter No. EMD/233/480/2002-514-523 dated June 26, 2025, whereby the acquirers have been directed to comply with the applicable provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, in respect of the proposed acquisition of Bawany Air Products Limited. Admonishment; Please note that the public announcement of intention to acquire voting shares/control of the "Bawany Air Products Limited" is subject to obtaining the requisite regulatory approvals including clearance of fit and proper criteria from the "Securities and Exchange Commission of Pakistan (SECP)". The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority (ies).

Part A

Brief description of the intended acquisition-

Intended acquisition through

Number of shares

Percentage

Agreement(s)

600,000,000

98.76%

Public offer

3,751,255

1.24%

Part-B

  1. Information about the acquirer
    1. Name(s) and address(es) of acquirer along with persons acting in concert, if any.

      Name

      Address

      Mohabat Khan

      Plot # 44, Street 11, Sector I-9/2, Islamabad

      Zahir Khan

      Plot # 44, Street 11, Sector I-9/2, Islamabad

      Muhammad Yaqoob

      Sheikh

      C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi Sindh

      Ms Zanib Yaqoob

      Sheikh

      C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi Sindh

      Shaheen Freight

      Services (Private) Limited.

      Shaheen House D 60 Block S Kehkashan Clifton Karachi Sindh

    2. Name(s) of the ultimate acquirer or the ultimate controlling shareholder.

      S. No

      Name

      01

      Mr. Mohabat Khan

      02

      Mr. Zahir Khan

      03

      Muhammad Yaqoob Sheikh

      04

      Ms Zanib Yaqoob Sheikh

      05

      Malik Sher Khan

      06

      Naseer Ahmed

      07

      Malik Jahan Khan

      06

      Muhammad Aqil

    3. Name(s) and address(s) of Manager to the Offer of the Acquirer.

      Name

      INTERMARKET SECURITIES LIMITED

      Address

      Bahria Complex-IV, 5* Floor, Ext. Block, Ch. Khalique-uz-Zaman Road,

      Gizri, Karachi-75600, Pakistan.

    4. Principal areas of business of the Acquirer and relevant experience.

      Mohabat Khan, Zahir Khan, Yaqoob Sheikh, and Zanib Yaqoob Shaikh are sponsors and major shareholders of Alman Seyyam Sugar Mills Limited.

      Mohabat Khan and Zahir Khan are major shareholders in companies listed in 1(I) of this PAI. They have over 20 years' experience mainly in the construction industry.

    5. In case the acquirer is a fund/ company(s):

      1. Names of the chief executive and directors of the company(s); Shaheen Freight Services (Private) Limited.

        Malik Sher Khan

        Chief Executive/Director

        Naseer Ahmed

        Director

        Malik Jahan Khan

        Director

        Name

        SHAREHOLDINGS

        Malik Sher Khan 40%

        Naseer Ahmed 20%

        Malik Jahan Khan 25%

        Muhammad Aqil 15%



      2. Names of substantial shareholders of the company.

        9t' October, 2013

        Date of Incorporation

  1. Date of incorporation.

  2. Jurisdiction of incorporation.

    Pakistan

Jurisdiction of Incorporation

    1. Authorized and paid-up capital.

      Authorized Ca ital Paid-Up Capital

      Rs. 10,000,000

      Rs. 1,000,000



  1. Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares.

    Acquirer No.1 Mr. Mohabat Khan

    Name of Company

    Registration No.

    Nature (Listed/Unlisted/Private)

    Nature of Business

    Jurisdiction of incorporati on

    Description held controUmore than thirty %

    shares or both

    Alman

    Seyyam Sugar Mills

    (Pvt.) Ltd.

    0100300

    Private

    Sugar

    Distillery

    Peshawar

    Control.

    Shares held 2.88%

    ZKB

    Construction (Private) Limited

    0270800

    Private

    Construction

    Quetta

    Control.

    Shares held 41%

    Invigo

    Energy (Private) Limited

    0165566

    Private

    IT

    Quetta

    Control.

    Shares held 50%

    Millennium

    Security Services

    (Private) Limited

    0043155

    Private

    Security

    Guards

    Karachi

    Control.

    Shares held 50%

    Swat

    Motorway and Related Tourism Infrastructure Development.

    (Private) Limited

    0192064

    Private

    Construction

    Peshawar

    Control.

    Shares held 41%

    Zahir Khan & Brothers ZKB (Pvt.) Limited

    0105486

    Private

    Construction

    Quetta

    Control.

    Shares held 41%

    ZKB Cement (Private) Limited

    0120298

    Private

    Trading

    Quetta

    Control. Shares held

    51%

    ZKB Energy

    Development (Private) Limited

    0107845

    Private

    Energy

    Quetta

    Control.

    Shares held 52%

    ZKB Town

    (Private) Limited

    0144491

    Private

    Construction

    Quetta

    Control.

    Shares held

    60%

    Quetta City

    Developers (Private) Limited

    0216252

    Private

    Construction

    Quetta

    Control.

    Shares held

    41%

    Wim

    Marketing (Private) Limited

    0105946

    Private

    Marketing

    Islamabad

    Control.

    Shares held 40%

    Zkb

    Development and Management Company (Private) Limited

    0187868

    Private

    Construction

    Quetta

    Control.

    Shares held 42%

    Zkb Minerals

    (Private)

    Limited

    0212067

    Private

    Mining

    Quetta

    Control.

    shares held 50%

    Kdotco

    (Private)

    Limited

    0193965

    Private

    IT

    Quetta

    Control.

    Shares held 40%

    Abc

    Construction (Pvt.) Limited

    0073499

    Private

    Construction

    Islamabad

    Control.

    Shares held 33%

    Minecore Resources (Private) Limited

    0270748

    Private

    Mining

    Karachi

    Control.

    Shates held

    60%

    Mohabat

    Khan (Smc-

    Private) Limited

    0266046

    Private

    Construction

    Quetta

    Control.

    S!aares held 100%

    Acquirer No.2 Zahir Khan

    Name of Company

    Registration No.

    Nature (Listed/Unlisted/Private)

    Nature of Business

    Jurisdiction of incorporation

    Description held control/more than thirty

    %

    shares or both

    Alman

    Seyyam

    Sugar Mills (Pvt.) Ltd.

    0100300

    Private

    Sugar

    Distillery

    Peshawar

    Control.

    Shares held 61.99%

    Zkb

    Construction

    (Private) Limited

    0270800

    Private

    Construction

    Quetta

    Control.

    Shares held 51%

    ZK

    Developers (Pvt.) Ltd.

    0115521

    Private

    Construction

    Quetta

    Control.

    Shares held 57%

    Swat

    Motorway and Related Tourism Infrastructure Development

    . (Private)

    Limited

    0192064

    Private

    Construction

    Peshawar

    Control.

    Shares held 5 l%

    Zahir Khan

    & Brothers

    Zkb (Pvt.) Limited

    0105486

    Private

    Construction

    Quetta

    Cc›ntrol.

    Shares held



    Zk Cement

    (Private) Limited

    0120298

    Private

    Trading

    Quetta

    Control.

    Shares held 4•%

    ZKB

    Industrial Park Developer

    (Pvt.) Ltd.

    0187946

    Private

    Construction

    Quetta

    Control.

    Shares held 50%

    Zkb Town

    (Private) Limited

    0144491

    Private

    Construction

    Quetta

    Control.

    Shares held



    Acquirer No.3 Muhammad Yaqoob Sheikh

    Description held control/more than thirty

    shares or both

    ontrol.

    Shares held s¿*y»

Karachi

Food

Private

0100415

Al Khalifa

Foods (Pvt.) Ltd

Control.

Shares held 4G.25%

Karachi

Logistics

Private

0045045

Pyramid

Logistics (Pvt.) Ltd.

Control. Shares held

2°.63%

Peshawar

Sugar

Distillery

Private

0100300

Alman

Seyyam Sugar Mills (Pvt.) Ltd.

Jurisdiction of incorporation

Nature of

Business

Nature (Listed/Unlisted/Private)

Registration No.

Name of

Company

Acquirer No.4 Zanib Yaqoob Sheikh

Name of Company

Registration No.

Nature (Listed/Unlisted/Private)

Nature of Business

Jurisdiction of incorporation

L*escription held

c, ntrol/more than thirty

s.dares or both

Alman

Seyyam Sugar Mills (Pvt.) Ltd.

0100300

Private

Sugar

Distillery

Peshawar

Control.

Snares held

1 '!4%

Acquirer No.5 Shaheen Freight Services (Private) Limited.

Name of

Company

Registration No.

Nature (Listed/Unlisted/Private)

Nature of Business

Jurisdiction of incorporation

L escription held control/more than thirty



shares or both

Alman

0100300

Private

Sugar

Peshawar

C«rit-o!.

Seyyam Sugar Mills fPvt,) Ltd.

Distillery

S% o.Yes held 9 °8%

Celerity

0083163

Private

Supply

Karachi

Control.

Supply Chain

Shares held

Ltd.

3 .33%

Namal (Pvt.)

0047826

Private

Services

Karachi

Control.

Ltd.

Shares held

49.99%

  1. Information about ultimate beneficial owner of the intended acquirer(s): -

    1. Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person.

      NAME

      CNIC/PASS

      PORT NO.

      NATION

      ALITY

      ADDRESS

      Mr. Mohabat Khan

      54400-

      0375263-3

      Pakistani

      Plot # 44, Street 11, Sector I-9/2, Islamabad

      Mr. Zahir Khan

      54400-

      0384681-9

      Pakistani

      Plot # 44, Street 11, Sector 1-9/2, Islamabad

      Muhammad

      Yaqoob Sheikh

      42000-

      0474390-3

      Pakistani

      C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi

      Sindh

      Ms Zanib Yaqoob

      Sheikh

      12101-

      0703381-1

      Pakistani

      C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi

      Sindh

      Malik Sher Khan

      42201-

      9194979-7

      Pakistani

      Shaheen House D 60 Block 5 Kehkashan €!?fton

      Karachi Sindh

      Naseer Ahmed

      42201-

      7139252-1

      Pakistani

      Shaheen House D 60 Block S Kehkashan. ^ !ifton

      Karachi Sindh

      Malik Jahan Khan

      42301-

      2235288-5

      Pakistani

      Shaheen House D 60 Block S Kehkashan Clifton

      Karachi Sindh

      Muhammad Aqil

      38302-

      5971477-1

      Pakistani

      Shaheen House D 60 Block 5 Kehkashan ^?'*on

      Karachi Sindh

    2. Detail of companies located in and outside Pakistan, where the ultimate acquirer cr the ultimate controlling shareholder held control and or more than thirty percent voting shares:

      Same as Given in Part B (1)(f)
  2. Details of any existing holding of voting rights in the target company.

    1. Which the acquirer owns or over which it has control or direction;

      NAME

      Existing holding

      Mr. Mohabat Khan

      500

      Mr. Zahir Khan

      500

    2. Which is owned or controlled or directed by any person acting in concert with the acquirer;

      None

    3. In respect of which the acquirer or any person acting in concert with him has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in concert with him holds an option to purchase or warrants or other convertible securities.

None

All conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject.

Part C

2) Information about the Target Company.
  1. Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.

    Target Company- BAWANY AIR PRODUCTS LIMITED.

    Name of Directors

    Position

    Mr. Nairn Anwer

    Director and Chief Executive Officer

    Mr. Mohabat Khan

    Independent Non-Executive Director

    Mr. Zahir Khan

    Non-Executive Director

    Mr. Muhammad Ali

    Director

    Mr. Muhammad Afzal Shehzad

    Director

    Mr. Suhail Elahi

    Director

    Ms. Saba Azam

    Director

    MAJOR SHAREHOLDERS Shareholder name Position

    Weavers Pakistan (Pvt.) Ltd. Shareholder

    % Holdin s 29.07%



  2. Total number of issued shares of the company.

    Issued Shares

    7,502,510

  3. Date of listing and offer price at the time of initial public offering.

    Bate of Listing

    1983

    Offer Price

    N/A

  4. Opening price at securities exchange at time of listing.

    Opening Price

    N/A

  5. Share price quoted on the securities exchange one day before the public announcement of intention.

Share Price

41.9

(I) The weighted average share price as quoted on the securities exchange during twenty-eight (28) days preceding the date of public announcement of intention.

Share Price

41.43

(g) Financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, and payouts.





Rupe

es in million -





(Source.' Company Annual Report)

For an on behalf of

MOHABAT KHAN AND OTHERS