Ghani Chemworld Limited Registered ShsPSX: GCWL

Draft Schedule I / Circular under section 83 of the Companies Act, 2017 regarding declaration of 0.50% Right Issue by way of Partially Redeemable Shares

· Issued by Ghani Chemworld Limited Registered Shs


‌Ghani ChemWorld Limited

Chemistry in action.....

/cORP/ PSX-33



General Manager

StoCk Exchange Limited

March 16, 2026

Stock Eachame

Building,

Stock lixchnrige Road

I(arachi



a tia Rede b a e R



With reference IO our litter No. GCWL/ CORPJPSX-32, dated March 13, 2O2Q on

tfte subject citect above, wg enclose herewith draft SchedNe f/OlTer documents of

Ghmi ChemWorld Limited

for your review and comments.

further, we would like to inform

you that Ghani ChemWorld Limited does not

intend to seek publiC CulTlments on the draft office documents, as mention under

clause(iv)of clause '2

> Companies {Further Issue of Shares] Regulations, 2020.



You may please inform me TftEC I lolders of the Exchange accordingly. emWorld Limited

FARZANDAL

CompanySecreMp

Excl: As stated above

CC:

  • The Executive Director / HOD, Offsite-11 Department, RECP-Islamabad.



  • The Commissioner, Corporate Supervision Department, 8ECP-IBlam ibad.

Corporate Olncr:







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I809801:Z015, IS014001:Z015 6 I30450B1:201BF•ERTIFIED

‌Schedule I Circular under Section 83 of the Companies Act, 2017 The Companies (Further Issue of Shares) Regulations, 2020 Right Share - Offer Document ADVICE 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 THE 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 Rs. 125,071,900 consisting of new Partially Redeemable Shares (PRS) of 1,250,719 by Ghani ChemWorld Limited. A copy of this document has been registered with the Securities Exchange.

This offer document is valid till (i.e. 60 days from the last day of payment of subscription amount)

  1. Company profile and history

    Full name of the Issuer

    Ghani ChemWorld Limited

    Incorporation date

    July 31, 2024

    Corporate Universal Identification Number (CUIN)

    0265009

    Address of Registered Office

    10-N, Modal Town Ext, Lahore

    Tel: +92-42-35161424-5

    Address of Other Corporate Office

    Manufacturing plant: Plot No. 13-24, Zone B, Hattar Special Economic Zone,

    Distt. Haripur. Tel: 0311-4899149

    Website address and web-link where latest available financial statements are placed (in case of listed company)

    This offer letter can be downloaded from www.ghanichemworld.com and https://www.psx.com.pk

    Contact details for shareholder facilitation (in form of postal address, phone number or email address)

    Mr. Farzand Ali

    Tel: +92-42-35161424-5

    E-mail: farzandali@ghaniglobal.com

  2. Details of the current right issue

    Issue Size

    Nos.

    1,250,719

    Par Value

    PKR/Share

    100.00

    Issue Size

    PKR

    125,071,900

    Redeemable Portion

    PKR/Share

    90.00

    Irredeemable Portion

    PKR/Share

    10.00

    Issue Size

    % of Ordinary Shares

    0.50%

    i.e. 05 PRS against 1,000 Ordinary Shares

    Offer Price

    PKR/Share

    100.0

    Premium

    PKR/Share

    Nil



  3. ‌Other Detail

1. Date of Final Offer Letter

2. Date of placing offer document on PSX for public comments.

Not Opted

3. Date of Book Closure - From

4. Date of Book Closure - To

5. Commencement of trading of unpaid Rights on the Pakistan Stock Exchange Limited

6. Last date of trading of Rights Letter

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

- Last payment date

8. Web site address from where the offer documents can be downloaded

www,ghanichemworld.com

Detail of the relevant contact persons

Name of the Person

Designation

Contact No.

Office Address

E-mail I.D.

1. Authorized

Asim Mahmud

Chief Financial

+92-42-

10-N, Model

asim@ghani

Officers of the Issuer

Officer

35161424-5

Town Ext, Lahore

global.com

Farzand Ali

Company

+92-42-

10-N, Model

farzandali

Secretary

35161424-5

@ghani

global.com

Town Ext, Lahore

2. Underwriter

Muhammad Zubair

Deputy Manager Finance Department

0321-5111288

Zahid Latif Khan Securities (Pvt.) Limited 412, 4th Floor

ISE Tower 55-B, Jinnah Avenue Islamabad.

muhammad zubair@zlksec

.com

3. Consultant

LSE Capital Limited

Right Issue Consultant

+92-42-

36368000-4

The Exchange Hub, LSE Plaza, 19-Kashmir Egerton Road, Lahore.

info@lse

.com.pk

4. Bankers to the Issue

ATIQUE AHMAD KHAN CHIEF EXECUTIVE OFFICER ASIM MAHMUD CHIEF FINANCIAL OFFICER ‌The following undertaking is given by the Issuer:

WE, ATIQUE AHMAD KHAN, THE CHIEF EXECUTIVE OFFICER AND ASIM MAHMUD, CHIEF FINANCIAL OFFICER OF THE COMPANY, CERTIFY THAT;

The offer document contains all information with regard to the issuer and the issue, which is material in the context of the issue and nothing has been concealed in this respect;



The information contained in the offer document is true and correct to the best of our knowledge and belief;

The opinions and intentions expressed therein are honestly held;

  1. There are no other facts, the omission of which makes the offer document as a whole or any part thereof Misleading; and

  2. All requirements of the companies act, 2017, the companies (further issue of shares) regulations, 2020, The central depository company and that of psx pertaining to the right issue have been fulfilled."

For and on behalf Ghani ChemWorld Limited

ATIQUE AHMAD KHAN CHIEF EXECUTIVE OFFICER ASIM MAHMUD CHIEF FINANCIAL OFFICER

‌Undertaking by the Board of Directors (Board) [or an officer of the Company authorized by them in this behalf]

WE, THE BOARD OF DIRECTORS OF GHANI CHEMWORLD LIMITED HEREBY CONFIRM THAT:

  1. All material information as required under the companies act, 2017, the securities act, 2015, companies (further issue of shares) regulations, 2020, the listing of companies and securities regulations of the pakistan stock exchange limited has been disclosed in this offer document and that whatever is stated in offer document and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.



  2. We undertake that all material information, including risks that would enable the investor to make an informed decision, has been disclosed in the offer document.

  3. Right issue is the discretion of board of the issuer and it neither require approval of the commission nor the securities exchange.

  4. The draft offer document was placed on the website of the securities exchange and the issuer, if public comments are sought, on

    (i.e. Within 03 working days of the date of announcement by the board.

  5. Comments from securities exchange and the secp were received on

  6. The board has ensured that draft offer document is updated in light of the securities exchange and secp comments.

  7. The board has disclosed on psx's and company's website, all the comments received along with the explanations as to how they are addressed.

  8. 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 05 working days from the date of receipt of comments of psx and secp).

  9. The statuatory auditor m/s. Ilyas saeed & co., chartered accountants 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.

    For and on behalf of Board of Director

    Ghani ChemWorld Limited ATIQUE AHMAD KHAN CHIEF EXECUTIVE OFFICER FARZAND ALI COMPANY SECRETARY ‌DISCLAIMER:

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

    The Securities Exchange and the SECP disclaims:

    1. any liability whatsoever for any loss however arising from or in reliance upon this document to any one, 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 w.r.t 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 Technical Terms & Definitions

Issuer / Company Act

CDC

PRS/Partially Redeemable Shares

Commission/SECP NCCPL

PSX / Stock Exchange

Redeemable Portion Irredeemable Portion

Regulations

Ghani ChemWorld Limited Companies Act, 2017

Central Depository Company of Pakistan Limited

Ghani ChemWorld Limited - Partially Redeemable Shares

Securities and Exchange Commission of Pakistan National Clearing Company of Pakistan Limited Pakistan Stock Exchange Limited

Partially redeemable up to the Redeemable Portion of PKR 90 per share (PRS)

PKR 10 per PRS that will not be redeemed but mandatory conversion into ordinary shares, if face/par value of PRS falls to PKR 10 per PRS after redemption

The Companies (Further Issue of Shares) Regulations, 2020



‌Table of Contents
  1. Salient Features of the Right Issue 07



  2. Subscription Amount Payment procedure 12

  3. Profile of management and sponsors 13

  4. Financial Details of the Issuer 15

  5. Risk Factors 17

  6. Legal Proceedings 20



    ‌Salient Features of the Right Issue

    1. Brief Terms of the Right Issue

      a)

      Description of the Issue

      R1 - 0.50% Right Issue of Partially Redeemable Shares (PRS) at issue price of Rs. 100.00 (Premium: Nil) i.e. approximately 5.00 right shares (of Partially Redeemable Shares) for every 1,000 ordinary shares held by the shareholders of the Company.

      b)

      Size of the proposed issue

      Rs. 125,071,900 divided into 1,250,719 Partially Redeemable Shares of the Company to be offered at issue price of Rs. 100.00 (Premium: Nil)

      c)



      Face value of the Partially Redeemable Share

      PKRs. 100/- per Partially Redeemable Share divided into: Redeemable Portion of PKR 90 per share and Irredeemable Portion of PKR 10 per share.

      d)

      Basis of determination of price of the right issue

      At Face/Par Value

      e)

      Proportion of new issue to existing issued shares with condition, if any

      The quantum of the Right Issue is approximately 0.50% of the existing paid-up capital of the Company i.e. approximately 5.00 right shares (in the form of Partially Redeemable Shares) for every 1,000 ordinary shares held by the shareholders of the Company

      f)

      Date of meeting of board of directors (BoD) wherein the right issue was approved

      March 13 , 2026

      g)

      Names of directors attending the BoD meeting

      h)

      Brief purpose of utilization of right issue proceeds

      The purpose of the issue is to raise equity for injection in existing working capital of the Company and entire funds generated will be utilized for working capital needs.

      i)

      Purpose of the Right Issue - Details of the main objects for raising funds through present right issue.

      The Company has commenced it production (in December 2025) and sales in January-March 2026 quarter. The Company has working capital requirement (that includes stock in trade, stores and spares, trade debts, advances to suppliers less trade payable). Working capital requirement is envisaged to be met with the combination of banks' short term borrowings and with the proceeds of this right issue. Operating Cycle is 105 days and estimated Working Capital Requirement is PKR 1,211.772 (Million) which will be met with the proceeds of the Right Issue and Short Term Borrowings.

      1. Masroor Ahmad Khan

      2. Atique Ahmad Khan

      3. Hafiz Farooq Ahmad

      4. Saira Farooq

      5. Hafsa Masroor

      6. Mehmood Ahmad

      7. Hafiz Imran Lateef

      ‌j)

      Minimum level of subscription (MLS)

      100%

      The Right Issue would be completely underwritten as per requirements of the applicable regulations

      k)

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

      Not Applicable

      No option is being provided

      l)

      clear justification for issuance of shares of different kind or class, if applicable

      The issuance of Partially Redeemable Shares (PRS) has been structured to provide the Company with a flexible hybrid capital instrument while ensuring full compliance with the principle of capital maintenance. Any redemption shall be made only out of available distributable reserves and an equivalent amount shall be transferred to the Capital Redemption Reserve, thereby preserving the Company's paid-up capital structure. The PRS are being offered to the existing shareholders through a Right Issue on a uniform and non-discriminatory basis, ensuring equitable participation for all shareholders. The PRS carry voting rights and entitlement to dividends (subject to declaration), thereby maintaining shareholder participation in the governance and economic interests of the Company. From the Company's perspective, PRS function as a hybrid capital instrument that enables the Company to meet its working capital requirements while providing the flexibility to return capital through redemption once such capital is no longer required. (Shareholders have approved the terms and conditions and issuance

      of PRS in their annual general meeting held on October 28th 2025)



    2. Principal Purpose of the Issue and funding arrangements:

      1. Details of the principal purpose of the issue.

        The funds generated from the further issue of capital will be utilized as aforementioned.

        Funds Required for

        Rs.

        Working capital requirement

        125,071,900

        125,071,900

        This is first year of operation of the Company. Working Capital is worked out as follows, on the bases of full year production :

        Working Capital Requirement PKR

        Stock in Trade (including Stores and Spares)

        852,086,382

        Trade Debts

        519,037,392

        Advances and Prepayments

        197,503,500

        Less :

        Trade Payables

        (356,855,559)

        1,211,771,715

        Right Issue Proceeds

        125,071,900

        Bank Borrowings

        1,086,699,815

        ‌Operating Cycle is ~105 days.

        Disclaimer:

        The management of the Company has made these projected working capital requirement on the best estimate basis. However, actual results and outcome may be different due to changed market and business environmentand factors beyond the control and anticipation of the management.

      2. Additional disclosures relating to purpose of the issue shall be made in case of the following:



If purpose of the issue is to finance a project

Not Applicable



If purposes of the issue is to purchase Plant/ Equipment/ Technology

Not Applicable





If the purpose of the issue is to acquire Land

Not Applicable



If the purpose of the issue is to acquire intangible assets

Not Applicable



If purpose of the issue is loan/debt repayment

Not Applicable



If purposes of the issue is BMR/investment in greenfield project

Not Applicable



If purpose of the issue is to finance working capital

  1. Working Capital Requirement that includes but not limited to financing the inventories, trade debts, advances, prepayments net of trade liabilities.

  2. Basis of estimation: increased sales volumes and expected increase in trade debts and inventory. Company has started production in late December 2025 and sales in subsequent quarter, thus working capital requirement arise.

    (Working Capital Requirement and Operating Cycle is described above)

  3. Cash Conversion Cycle ~ 105 days (as given above)

  4. This is first year of production and sales and aforementioned working capital requirement will be met with the combination of short term borrowings and proceeds of this Right Issue as described above).

iii.)Financial effects arising from right issue

Ordinary Shares Partially Redeemable Shares

Authorized Capital

Nos.

260,000,000

10000000

Par / Nominal Value

PKR/Share

10.00

100.00

Authorized Capital

PKR

2,600,000,000

1,000,000,000

Issued Share Capital

Before Right Issue

Nos.

250,143,950

-

After Right Issue

Nos.

250,143,950

1,250,719

‌Based on December 31, 2025 Pre-Right Issue Post-Right Issue

Total assets

PKR

5,503,747,381

5,503,747,381

Less:

Non-Current Liabilities

PKR

(650,000,000)

(650,000,000)

Current Liabilities

PKR

(1,238,305,847)

(1,113,233,947)

Net assets

PKR

3,615,441,534

3,740,513,434

Represented by:

Issued, subscribed and paid up share capital

PKR

2,501,439,500

2,626,511,400

Merger Reserve

PKR

943,739,525

943,739,525

Accumulated profit

PKR

170,262,509

170,262,509

PKR

3,615,441,534

3,740,513,434



Important Ratios

Pre-Right Issue Post-Right Issue

Book Value

PKR/Share

14.45

14.45

Current Ratio

times

0.82

0.91

Debt-Equity Ratio

times

0.52

0.47

  1. Total expenses to the issue (provisional)

    Consultant to the Issue

    Rs. 5,000,000

    Underwriting Commission

    Rs. 3,752,157

    Bankers' to the Issue

    Rs. 500,000

    Others

    Rs.1,000,000

    10,252,157

  2. Details of underwriters

    Name of Underwriter

    Amount in Rs. Underwritten

    Associated Company / Associated Undertaking of the Issuer

    Muhammad Zubair

    125,071,900

    No

    125,071,900

  3. Commitments from substantial shareholders/directors:

    NIL

    Issue is 100% underwritten

  4. Fractional shares Fractional shares, if any, shall not be offered and all fractions less than a s h a r e s h a l l b e c o n s o l i d a t e d a n d 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;



  5. ‌Important Dates:

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

Dispatch of Letter of Right (LOR) to physical certificate-holders

Intimation to Stock Exchange (s) for dispatch of physical Letter of Rights

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

Last date for splitting and deposit of Requests into CDS

Last date of trading of Rights Letter

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

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

Date of dispatch of physical Modaraba certificates



  1. ‌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 "Ghani ChemWorld Limited-Right Shares Subscription Account" through any of the authorized branches of above mentioned bank(s) on or before along with this Right Subscription Request* duly filled in and signed by the subscriber(s).

    2. Right Subscription Request can be downloaded from https://www.ghanichemworld.com.

    3. In case of Non-Resident Pakistani / Foreign shareholder, the demand draft of equivalent amount in Pak Rupees should be sent to the Company Secretary, Ghani ChemWorld Limited at the registered 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 Right Subscription Request is deposited. Cheque is subject to realization.

    5. The Bank will not accept Right Subscription Request delivered by post which may reach after the closure of business on

      , unless evidence is available that these have been posted before the last date of payment.

    6. Payment of the amount indicated above to the issuer's Banker(s) to the issue on or before shall be treated as

      acceptance of the Right offer.

    7. After payment has been received by the Company's banker(s), the Right Securities will be credited into respective CDS Accounts within 14 business days from the last payment date. Paid Right Subscription Request will not be traded or transferred.



  2. ‌Profile of management and sponsors

    Sr. No

    Name of Director

    Address

    Brief Profile

    Directorships in Other Companies

    1

    Masroor Ahmad Khan

    46-E,

    Model Town, Lahore, Pakistan

    Bachelor's degree from the University of the Punjab. Joined the family business in 1 9 8 5 a n d a s s u m e d responsibility for salt, coal, and silica sand mining

    Ghani Global Holdings Limited Ghani Chemical Industries Limited Kilowatt Labs Technologies Limited Ghani Engineering (Pvt.) Limited Air Ghani (Pvt.) Limited

    Ghani Global Foods (Pvt.) Limited

    projects of the Ghani Group.

    Ghani Logistics (Pvt.) Limited

    Later co-founded Ghani Global

    G3 Properties (Pvt.) Limited

    Group and established a

    Ghani Gases (Pvt.) Limited

    state-of-the-art industrial and

    Kaya Projects (Pvt.) Limited

    medical gases manufacturing

    Ghani Industrial Complex (Pvt.) Limited

    project near Lahore under the

    Ghani Energies (Pvt.) Limited

    name Ghani Gases. Certified

    G3 Homes LLP

    Director under the Code of

    Corporate Governance.

    2

    Atique

    46-E,

    Qualified Mechanical and

    Ghani Global Holdings Limited Ghani Global Glass Limited Ghani Chemical Industries Limited GHG Emission Mitigations Limited Kilowatt Labs Technologies Limited Ghani Engineering (Pvt.) Limited Air Ghani (Pvt.) Limited

    Ghani Global Foods (Pvt.) Limited Ghani Logistics (Pvt.) Limited G3 Properties (Pvt.) Limited Ghani Gases (Pvt.) Limited

    Ghani Industrial Complex (Pvt.) Limited Ghani Energies (Pvt.) Limited

    G3 Homes LLP



    Ahmad

    Model

    E l ectrical Engineer with

    Khan

    Town,

    over 31 years of experience

    Lahore,

    in industrial sectors at senior

    Pakistan

    m a n a g e m e n t p o s i t i o n s .

    Certified Director under the

    Code of Corporate Governance.

    3

    Hafiz

    46-E,

    Engineering graduate from the

    Ghani Global Glass Limited

    Farooq

    Model

    University of Illinois, Chicago

    Ghani Chemical Industries Limited

    Ahmad

    Town,

    ( U S A ) w i t h 2 1 y e a r s o f

    GHG Emission Mitigations Limited

    Lahore,

    experience in the industrial sector.

    Kilowatt Labs Technologies Limited

    Pakistan

    Holder of a patent registered in

    Ghani Engineering (Pvt.) Limited

    the United States. Cer tified

    Air Ghani (Pvt.) Limited

    Director under the Code of

    Ghani Global Foods (Pvt.) Limited

    Corporate Governance.

    Ghani Logistics (Pvt.) Limited

    G3 Properties (Pvt.) Limited

    Ghani Gases (Pvt.) Limited

    Ghani Industrial Complex (Pvt.) Limited

    Ghani Energies (Pvt.) Limited

    G3 Homes LLP

    ‌4

    Saira Farooq

    47-E,

    Model Town, Lahore, Pakistan

    Background in Arts and Interior Designing. Has served as Director in listed and private companies for more than 10 years. Certified Director under the Code of Corporate Governance.

    Ghani Global Holdings Limited Ghani Engineering (Pvt.) Limited Ghani Global Foods (Pvt.) Limited

    5

    Hafsa Masroor

    46-E,

    Model Town, Lahore, Pakistan

    Holds a Diploma of Higher Education in Law from the University of London. Certified Director under the Code of Corporate Gover nance.

    -

    6

    Hafiz Imran Lateef

    83-C,

    Model Town, Lahore, Pakistan

    Bachelor's degree from the University of the Punjab and MBA from Riphah International University. Possesses over 30 years of experience in the textile sector. Certified Director under the Code of Corporate Governance.

    Ghani Chemical Industries Limited EA Pakistan (Pvt.) Limited

    Texlynx Management & Development Associates (Pvt.) Limited

    BV Consumer Products Services Pakistan (Pvt.) Limited

    7

    Mehmood Ahmad

    Scheme No. 2, Near Masjid Aik Minar Wali, Kot Abdul Malik, Tehsil Ferozwala, District Sheikhupura, Pakistan

    M.Phil and PhD in Islamic Banking & Finance. Has 18 years of experience in Islamic fi nance and t echnology implementation and 9 years of experience as a member of a Shariah Board. Certified Director under the Code of Corporate

    Governance.

    Ghani Global Holdings Limited



  3. ‌Financial Details of the Issuer

    Ghani ChemWorld Limited (GCWL) was incorporated on July 31, 2024 under Companies Act, 2017. Main purpose of the formation of the Company is to transfer Calcium Carbide Project from GCIL to GCWL. GCWL will run, operate the Calcium Carbide Project.

    1. Name of the Statutory Auditor

      Ilyas Saeed & Co. Chartered Accountants

    2. financial highlights of issuer since inception (July 31, 2024)



    3. ‌financial highlights for preceding one year of consolidated financial statements - Not Applicable

    4. Detail of issue of capital in previous five years -

      GCWL

      Ordinary Shares before the Scheme (Initial Capita)

      Nos.

      50,000

      Ordinary Shares to be issued to the shareholders of GCIL as per the SWAP Ratio under the Scheme of Arrangement

      Nos.

      250,093,950

      Ordinary Shares after the Scheme Impact

      250,143,950

    5. Average market price of the share of the issuer during the last six months is Rs. 16.68 per Share.

    6. Share Capital and Related Matters



      1. Pattern of shareholding of the issuer in both relative and absolute terms (as on June 30, 2025).

        Category of Shareholders

        Shares Held

        % of Holding

        Directors, CEO and their spouse and dependent children

        87,981

        00.03

        Associated Companies, undertakings and related parties

        (Ghani Global Holdings Limited)

        139,952,994

        55.95

        Others/Individuals

        110,102,975

        44.02

        Total

        250,143,950

        100.00%

    7. Details and shareholding of holding company, if any. NOT APPLICABLE

  4. ‌Risk Factors
    1. All possible risk factors relating to business of the company, the project, technology, competition, suppliers, consumers, industry, liquidity, regulatory, changes in Govt. policies, law and order situation, capital market, pending litigations, defaults etc. shall be disclosed.

      Risk as Envisaged by the Issue

      Proposals to Address the Risk

      Internal

      / External Risk

      Remarks



      New Business and Limited Operating History - The Company commenced production in December 2025 and commercial sales in January to March 2026 quarter. As a new entrant in the chemical trading and manufacturing segment, the Company has limited operating history which may affect predictability of revenues and operational efficiency.

      Management has already conducted successful trial production and established operational systems. The Company is also strengthening its technical team and operational processes to ensure smooth scaling of production and sales.

      Internal

      Early stage operational risk is expected to reduce as commercial operations stabilize.

      Regulatory and Storage Compliance Risk - Products such as Calcium Carbide require specialized storage, handling and safety approvals from regulatory authorities and distributors. Any delay in obtaining or renewing such approvals may impact storage capacity and distribution efficiency.

      The Company is in the process of obtaining all required regulatory and storage approvals and implementing safety standards in accordance with applicable environmental and chemical handling regulations.

      External / Internal

      Compliance with regulatory requirements is part of the Company's operational strategy.

      Working Capital Requirement Risk -The Company operates with an est imated operating cycle o f approximately 105 days, requiring substantial working capital for inventory, trade receivables and advances. Any constraint in working capital financing may affect operational continuity.

      The Company intends to meet working capital requirements through a combination of right issue proceeds and short-term bank borrowings, ensuring adequate liquidity for operations.

      Internal

      The Right Issue itself is intended to mitigate this risk.

      Market Demand Risk - Demand for chemical products such as Calcium Carbide, Carbon Black and related industrial inputs may fluctuate depending on industrial activity and market conditions.

      The Company plans to diversify its product portfolio including Calcium Carbide, Carbon Black, PPC and other chemical products to reduce reliance on a single product and broaden its market base.

      External

      Diversification strategy reduces concentration risk.

      Raw Material and Price Volatility Risk -Prices of raw materials and imported chemical inputs may fluctuate due to international commodity prices, exchange rate movements and supply disruptions.

      The Company intends to maintain multiple suppliers, prudent inventory planning and long-term supply arrangements where feasible to mitigate price volatility risk.

      External

      Price fluctuations are inherent to chemical industry operations.

      ‌Competition Risk - The chemical trading and distribution industry is competitive, with several established suppliers and importers operating in the market.

      The Company aims to build competitive advantage through reliable supply chain management, diversified product portfolio and strategic customer relationships.

      External

      Competitive environment may affect margins.

      Operational and Technical Risk - Chemical products require specialized handling, storage and safety procedures. Operational inefficiencies or technical issues may impact production or distribution.

      The Company is implementing standard operating procedures, technical training and safety compliance systems to ensure proper handling and storage of chemical products.

      Internal

      Industry-specific operational risk.

      Under-Subscription Risk of the Right Issue -There is a risk that shareholders may not fully subscribe to the Right Issue.

      The proposed Right Issue is fully underwritten in accordance with applicable regulations, thereby mitigating the risk of under-subscription.

      External



    2. Additional risk factors relating to the following areas shall necessarily be disclosed in the offer document, wherever applicable: Approvals that are yet to be received by the issuer; Seasonality of the business;

      As aforementioned, no such risk is involved
    3. Risk associated with orders not having been placed for plant and machinery in relation to the principal purpose of the issue;

      As aforementioned, no such risk is involved
    4. Lack of experience of the Management to run the business;

      No such risk is involved
    5. If the issuer has incurred losses in the last three financial years;

      Not Applicable
    6. Dependence of the issuer or any of its business segments upon a single customer or a few customers

      Not Applicable
    7. Loans, if any, taken by the issuer and its subsidiaries that can be recalled at any time.

      Not Applicable - except as mentioned in the Utilization of Proceeds Section
    8. In case of outstanding debt instruments, any default in compliance with the material covenants;

      Not Applicable
    9. Default in repayment of loan by the issuer and associated group companies, if any.

      Not Applicable
    10. Potential conflict of interest of the Sponsors, substantial shareholders or directors of the issuer if involved with one or more ventures which are in the same line of activity or business as that of the issuer.

      Not Applicable
    11. Excessive dependence on any key managerial personnel for the project for which the issue is being made.

      Not Applicable
    12. Any material investment in debt instruments by the issuer which are unsecured.

      Not Applicable
    13. ‌Pending legal Proceeding against the issuer and associated group companies, which could have material adverse comments.

      Nil
    14. Negative cash-flow from operating activities in the last three preceding financial years.

      Not Applicable Therefore, no such risk exists.
    15. Any restrictive covenant that could hamper the interest of the equity shareholders

      Not Applicable
    16. Low credit rating of the Issuer.



      Not Applicable
    17. Dependence of the issuer or any of its business upon a single customer or few customers, loss of any one or more may have material adverse effect on the issuer.

      Not Applicable
    18. Any portion of the issue proceed that is proposed to be paid by the issuer to the sponsors, directors or key management personnel of the issuer.

      Not Applicable Declaration:

      To the best of our knowledge and belief all risk factors have been disclosed.

  5. ‌Legal proceedings
  1. Any portion of the issue proceed that is proposed to be paid by the issuer to the sponsors, directors or key management personnel of the issuer.

    Nil
  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 regulations.

    Nil
  3. Legal proceedings be summarized in the following format:

There were no contingencies and commitments to report at 30 June 2025.



Signatories to the Offer document:

For and on behalf Ghani ChemWorld Limited

ATIQUE AHMAD KHAN CHIEF EXECUTIVE OFFICER ASIM MAHMUD CHIEF FINANCIAL OFFICER

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