(, h,ini C I‹ii›»l ii r‹›up
Cilir.ni Clieiii›b o!•l‹!. i iniitcé
Chemistry in action •••••
OCWL/ Corp/PSX-46
General
Pakistan Stock Exchange Limited
Stock Exchange Building Stock Exchange Road Kamchi.
uune 03, 2026
Placement of Schedule-I {Offer Document}, EntlHement Date and Book Closure for Right lesue of Partially Redeemable Shares {PRSJ
Dear Sir,
This is to inform you that the Board of Directors of Ghani ChemWorld Limited
{“the Company/GCWL"} approved the issuance of 1,250,7 19 Partially Redeemable Shares (PRS} by relay or a Right Issue in its meeting held on March 13, 2026. Subsequently, the Board of Dircctors, in its meeting held on April 06, 2026, resolved to convene an Extra Ordinary Gcneral Mceting (EOGM} for obtaining shareholders' approval for tlic issuance of the said PRS. The shareholders approved the issuance of the PRS in the EOGM held on May 02, 2026.
Pursuant to the provisions of the Companics Act, 20 17, the Companies (Further Issue of Shares) Regulations, 2020 .and the applicable requirements of Pakistan Stock Exchange Limited, the Company has today placed the finalized Schedule-1 (Offer DocumentJ relating to the Right Issue on the PsrX portal for dissemination to shareholders .and the invcsting public.
Further, the Company has fixcd the rolloi ing dates in connection with the Right Issue:
Particulars Date
Placement of Final Schedule-1/ Offer Document on PSX 03 June 2026
Entitlement Date 10 June 2026
Book Closure From 11 June 2026 Book Closure To 11 June 2026
Accordingly, the Share Transfer Books of the Company will remain closed from June 11, 2026 to June 11, 2026 (both da3s inclusive). Transfers receiv d at
IS09001:2015, 15014001:2015 & IS0 45001:2018 CERTIFIED
$«°ltani ClieiinTVerld Limitecl
Chemistry in action •----
ofhce of the Company's Share Registrar by the close of business on uune 10, 2026 shall be considered for entitlement to the Right Issue.
The detailed right issue timetable, including credit of unpaid rights, commencement of trading of rights, last date of trading and subscription/payment dates, has been disclosed in the Schedule-1 placed on
Psx.
You may please inform the TRE Certificate Holders of the Exchange accordingly.
Thanking you,
Yours truly
For G i emWorld Limited
Company Secretary Encls: As stated above
CC: Executive Director / HOD, Offsite—11 Department, Supervision Division SECP-ISD.
Plant.
IS090O1:2015, ISO 14O0J:2015 6 IS045001:2018 CERTIFIED
Schedule ICircular under Section 83 of the Companies Act, 2017 The Companies (Further Issue of Shares) Regulations, 2020 Right Share - Offer DocumentADVICE FOR INVESTORSINVESTMENT 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 1,250,719 new Partially Redeemable Shares (PRS) at par value of Rs. 100 per PRS by Ghani ChemWorld Limited.
A copy of this document has been registered with the Securities Exchange.
This offer document is valid till 04-09-2026(i.e. 60 days from the last day of payment of subscription amount)
- 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.ghaniglobal.com/chemworld and https://www.psx.com.pk
Contact details for shareholder facilitation (in form of postal address, phone number or email address)
Mr. Farzand Ali Company Secretary Ghani ChemWorld Limited
10-N, Modal Town Ext, Lahore Tel: +92-42-35161424-5
E-mail: farzandali@ghaniglobal.com
- 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
- Other Detail
1. Date of Final Offer Letter
03-06-2026
2. Date of placing offer document on PSX for public comments.
Not Opted
3. Date of Book Closure - From
11-06-2026
4. Date of Book Closure - To
11-06-2026
5. Commencement of trading of unpaid Rights on the Pakistan Stock Exchange Limited
15-06-2026
6. Last date of trading of Rights Letter
29-06-2026
7. Last date for acceptance and payment of shares in CDC and physical form
- Last payment date
06-07-2026
8. Web site address from where the offer documents can be downloaded
www,ghaniglobal.com/chemworld
ATIQUE AHMAD KHAN CHIEF EXECUTIVE OFFICERASIM MAHMUD CHIEF FINANCIAL OFFICERDetail 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
Zahid Latif Khan Securities (Private) Limited
Underwriter to Right Issue
0321-5111288
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
The Bank of Punjab, Akbar Chowk Branch, Lahore.
E•STAMP
Type :
Amount :
Low Denomination
Scan for online verific
Descripflon : Applicant : Representative From :
A@20t :
Address:
Issue Date .
Delisted On/validity: Amount i» WOFds • Reason :
Vendor Information :
cERTlFlCATE OR OTHER DOCUMENT 19
Ghani ChemWorld Limited [35202-6911234-9]
Ghani ChemWorld Limited
Self
Lahore
30-My-2026 10:54:40 AM
6-Jun-2026
One Hundred Rupees Only
in favor of SECP
Sohail Yousaf | PB-LHR-172 | Sua Asal
UNDERTAKING
We, Atique Ahmad T£han, the Chief Executive Officer and Aslm Mahmud, Chief
F'inancial Officer of the Company, certify that;
lij.
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;
lV. There are no other facts, the omission of which makes the offer document aea whole or any part thereof misleading; and
v. 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 Ohani Che nWorld Limited
Chief Executii
•
Chief Financial Officer
Amoufit:
Dflg€ftgfiofs : CEBTIFICfifE OR DTHSR DOCUMENT- IS
Applicant: Ghanl GhomWorld Llmlmd {3sz02-8Bz1M4-9]
Rapresentatlve From : Ghanl ChemWbrld Limited
tahore
Issuo D?te: 30-Mey-Z026 10:54:40 AF4
o.
Deñstnd On/Validity: " @Jun-2DZ6
Amount ki Words : One I4undfed Rupees Only
Roason ‹ In favor afSEcP
lgformaoon : Sohall Yozeâf | PB-LHR-172 | Sua Acal
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03-A6-202d
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:
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.
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.
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 PSX and the Securities Exchange and must not be treated as a substitute for specific advice.
Glossary of Technical Terms & DefinitionsTable of ContentsIssuer / Company
Ghani ChemWorld Limited (GCWL)
Act
Companies Act, 2017
CDC
Central Depository Company of Pakistan Limited
PRS/Partially Redeemable Shares
Ghani ChemWorld Limited – Partially Redeemable Shares
Commission/SECP
Securities and Exchange Commission of Pakistan
NCCPL
National Clearing Company of Pakistan Limited
PSX / Stock Exchange
Pakistan Stock Exchange Limited
Redeemable Portion
Partially redeemable up to the Redeemable Portion of PKR 90 per share (PRS)
Irredeemable Portion
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
Regulations
The Companies (Further Issue of Shares) Regulations, 2020
Terms & Condition of PRS
Terms & Condition enclosed at page # 23
Salient Features of the Right Issue 07
Subscription Amount Payment procedure 14
Profile of management and sponsors 15
Financial Details of the Issuer 17
Risk Factors 19
Legal Proceedings 22
Terms & Conditions of PRS 23
SALIENT FEATURES OF THE RIGHT ISSUE
- 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
Following the successful commissioning of the project, the Company commenced commercial operations in March 2026. To support its working capital requirements and strengthen operational liquidity during the initial phase of commercial production, the Company proposes to issue Partially Redeemable Shares (PRS) to its existing shareholders by way of a rights issue.
Given that the project has recently commenced operations and, therefore, does not yet have an established profitability track record, the Board has determined that the rights issue be offered at par value of PKR 100 per PRS. The issue price has been set at face value to facilitate shareholder participation and provide existing shareholders with an equitable opportunity to suppor t the Company's growth and working capital needs.
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
The Right Issue was approved by the Board of Directors in its meeting held on March 13, 2026.
Subsequently, the Board of Directors, in its meeting held on April 06, 2026, resolved to convene an Extra Ordinary General Meeting (EOGM) for obtaining shareholders' approval for the issuance of 1,250,719 Partially Redeemable Shares (PRS).
The shareholders approved the issuance of the PRS in the Extra Ordinary General Meeting (EOGM) held on May 02, 2026.
g)
Names of directors attending the BoD meeting
3. Hafiz Farooq Ahmad
4. Saira Farooq
5. Hafsa Masroor
6. Mehmood Ahmad
7. Hafiz Imran Lateef
Masroor Ahmad Khan
Atique Ahmad Khan
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 137 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.
Funding Structure:
Right Issue Proceeds: PKR 125.072 million (10.32%) Bank Borrowings: PKR 1,086.700 million (89.68%)
Timeline for Utilization of Proceeds:
The proceeds of the Right Issue shall be utilized within approximately 02 months from the date of allotment of PRS. The funds will be deployed progressively to finance inventories, trade receivables, advances to suppliers and other working capital requirements arising from the Company's commercial operations.
Impact on Production Capacity:
The Right Issue is intended solely to support working capital requirements and does not involve any expansion, balancing, modernization or replacement of plant and machinery.
Accordingly, no direct increase in installed production capacity is expected as a result of the Right Issue.
However, adequate working capital is expected to support uninterrupted plant operations, efficient procurement of raw materials and optimal utilization of the existing production capacity.
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 providedulations
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.
NOTE:
Shareholders have approved the terms and conditions of PRS in their Annual General Meeting (AGM) held on October 28, 2025. Subsequently, shareholders of the Company in their Extra Ordinary General Meeting (EOGM) held on May 02, 2026, have approved issuance of 0.50% PRS (i.e. 1,250,719) at par value of PKR 100 per PRS.
m)
Approval from the Shareholders
Approval from the Shareholders of the Company is taken in the Extra Ordinary General Meeting (EOGM) held on May 02, 2026
- Brief Terms of the Right Issue
- Principal Purpose of the Issue and funding arrangements:
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
Days
PKR
Stock in Trade (including Stores and Spares)
90
852,086,382
Trade Debts
75
519,037,392
Advances and Prepayments
34
197,503,500
Less :
Trade Payables
(62)
(356,855,559)
1,211,771,715
Right Issue Proceeds
10.32%
125,071,900
Bank Borrowings
89.68%
1,086,699,815
Operating Cycle is ~137 days.
Basis of Estimation and Assumptions used for Forecasting Working Capital RequirementThe projected working capital requirement has been estimated on the basis of the Company's forecast sales for its first full year of commercial operations. The estimates have been prepared using the expected operating cycle, historical experience of comparable businesses within the industry, anticipated credit terms with customers and suppliers, inventory holding requirements, and management's assessment of operational needs.
Stock in Trade (including Stores and Spares) has been estimated on the basis of maintaining approximately 90 days of inventory to ensure uninterrupted production and timely fulfillment of customer orders. The estimate takes into account expected production volumes, raw material consumption patterns, procurement lead times, safety stock requirements, and anticipated fluctuations in supply chain availability.
Trade Debts (Receivables) have been estimated on the basis of projected annual sales and an average credit period of approximately 75 days expected to be extended to customers. The estimate reflects the Company's anticipated sales mix, prevailing industry credit practices, customer payment behaviour, and expected growth in sales volumes.
Advances and Prepayments have been estimated based on the Company's expected advance payments to suppliers, security deposits, prepaid operating expenses, utility deposits, freight advances, and other routine business requirements. These estimates are based on contractual arrangements and operational requirements expected during the normal course of business.
Trade Payables have been estimated on the basis of expected purchases and supplier credit terms averaging approximately 62 days. The estimate reflects management's expectation regarding credit facilities available from suppliers and normal payment cycles within the industry.
Based on the above assumptions, the Company has estimated a net working capital requirement of PKR 1,211.772 million. The management believes that these assumptions are reasonable and reflect the expected level of business activity during the forecast period; however, actual results may vary due to changes in market conditions, sales volumes, customer payment patterns, raw material prices, and other factors beyond the Company's control.
Moreover, Company has arranged Financial Facilities as follows: Terms and Conditions of Bank/ Borrowings:
Description
Rs.
Redeemable Sukuk
(Transferred from Ghani Chemical Industries Limited as part of the Scheme of Arrangement under Section 279-283 of the Companies Act, 2017)
The Islamic certificates (Sukuk) were issued through private placement under Section 66 of the Companies Act, 2017 to finance capital expenditure. The Sukuk carry a profit rate of 3-month KIBOR plus 1.5% per annum, payable every six months. Principal repayments commenced after the first disbursement and are payable in 8 equal quarterly instalments. The certificates are secured by a first pari passu charge over the assets of the Company.
800,000,000
Short Term Borrowings – Secured
The Company has arranged short-term financing facilities aggregating PKR 400 million to support its working capital requirements.
The first facility comprises an Istisna Financing Facility of PKR 150 million carrying profit at KIBOR plus 1.10% per annum. The facility is secured by a first pari passu charge over current assets amounting to PKR 200 million together with a corporate guarantee of Ghani Chemical Industries Limited.
The second facility comprises an Istisna Financing Facility of PKR 250 million carrying profit at KIBOR plus 1.50% per annum and is intended to support working capital requirements relating to Calcium Carbide production. The facility is secured by a ranking charge over current assets amounting to PKR 334 million, personal guarantees of sponsor directors and a corporate guarantee of Ghani Global Holdings Limited.
The Company intends to continue utilizing a combination of internally generated cash flows, short-term bank borrowings and the proceeds of the Right Issue to meet its projected working capital requirements.
387,491,273
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 |
|
The projected working capital requirement has been estimated on the basis of the Company's forecast sales for its first full year of commercial operations. The Company commenced commercial production in December 2025 and accordingly the projections have been prepared taking into consideration the installed production capacity, expected capacity utilization, anticipated market demand, historical experience of the sponsor group in similar industrial operations, prevailing industry practices and management's assessment of operational requirements.Projected sales have been estimated at approximately PKR 4.09 billion for the first full year of operations. The corresponding material consumption has been estimated at approximately 51% of sales, based on the expected production mix, raw material consumption ratios, current procurement arrangements and prevailing market conditions.
The estimates relating to inventory levels, trade receivables, supplier advances and trade payables have been determined by applying the expected operating cycle of the business, taking into account inventory holding requirements, anticipated customer credit terms, expected supplier credit facilities, procurement lead times, production planning considerations and normal industry practices. As the Company is in the early phase of commercial operations, management expects working capital requirements to increase in line with the projected growth in production and sales volumes.
The assumptions used in the forecast represent management's best estimate of the Company's expected operating conditions during the forecast period. However, actual results may vary due to changes in market conditions, customer demand, raw material prices, production levels, credit terms and other factors beyond the control of the Company.
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.
iii.)Financial effects arising from right issue
Ordinary Shares Partially Redeemable Shares
Authorized Capital | Nos. | 260,000,000 | 10,000,000 |
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 | - |
PKR | 2,501,439,500 | - | |
After Right Issue | Nos. | 250,143,950 | 1,250,719 |
PKR | 2,501,439,500 | 125,071,900 |
Pre-Right Issue Post-Right Issue
Total assets | PKR | 6,666,914,129 | 6,666,914,129 |
Less: Non-Current Liabilities | PKR | (600,000,000) | (600,000,000) |
Current Liabilities | PKR | (2,396,802,730) | (2,271,730,830) |
Net assets | PKR | 3,670,111,399 | 3,795,183,299 |
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 | 224,932,374 | 224,932,374 |
PKR | 3,670,111,399 | 3,795,183,299 |
Important Ratios
Pre-Right Issue Post-Right Issue
% Change
Book Value | PKR/Share | 14.67 | 14.45 | 0.00% |
Current Ratio | times | 0.60 | 0.63 | 5.51% |
Debt-Equity Ratio | times | 0.82 | 0.76 | -7.33% |
Capacity | tonnes | 25,000 | 25,000 | 0.00% |
Note:
Post-Right Issue
Net Assets | PKR 3,795,183,299 | |
2,501,439,500 | ||
Total Paid-up Capital | + 125,071,900 | |
PKR 2,626,511,400 | ||
3,795,183,299 | ||
Book Value per Rupee of Paid-up Capital | 2,626,511,400 | |
1.44463 | ||
Ordinary Share | BVPS 1.44463 | |
Ordinary Shares | × 10 | |
PKR 14.45 per Ordinary Share | ||
PRS | BVPS 1.44463 | |
× 100 | ||
PKR 144.46 per PRS | ||
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
Total
Rs. 10,252,157
- Details of underwriters
Name of Underwriter
Amount in Rs. Underwritten
Associated Company / Associated Undertaking of the Issuer
Zahid Latif Khan Securities (Private) Limited.
125,071,900
No
125,071,900
- Commitments from substantial shareholders/directors:
Directors of the Company has undertaken to subscribe their portion of Right Shares, however, Right Issue is 100% underwritten.
Fractional 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;
- Important Dates:
Date of credit of unpaid Rights into CDC in Book Entry Form | 12-06-2026 |
Dispatch of Letter of Right (LOR) to physical certificate-holders | 15-06-2026 |
Intimation to Stock Exchange(s) for dispatch of physical Letter of Rights | 15-06-2026 |
Commencement of trading of unpaid Rights on the Pakistan Stock Exchange Limited | 15-06-2026 |
Last date for splitting and deposit of Requests into CDS | 16-06-2026 |
Last date of trading of Rights Letter | 29-06-2026 |
Last date for acceptance and payment of certificates in CDC and physical form - Last payment date | 06-07-2026 |
Allotment of shares and credit of book entry of Shares into CDC | 20-07-2026 |
Date of dispatch of physical shares certificates | 20-07-2026 |
SUBSCRIPTION AMOUNT PAYMENT PROCEDURE:
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 July 06, 2026along with this Right Subscription Request* duly filled in and signed by the subscriber(s).
Right Subscription Request can be downloaded from https://www.ghaniglobal.com/chemworld
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.
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.
The Bank will not accept Right Subscription Request delivered by post which may reach after the closure of business on July 06, 2026 unless evidence is available that these have been posted before the last date of payment.
Payment of the amount indicated above to the issuer's Banker(s) to the issue on or before July 06, 2026shall be treated as acceptance of the Right offer.
After payment has been received by the Company's banker(s), the Right Securities will be credited into respective CDS Accounts within 10 business days from the last payment date. Paid Right Subscription Request will not be traded or transferred.
PROFILE OF MANAGEMENT AND SPONSORS
Sr. No
Name of Director
Tenure
Address
Brief Profile
Directorships in Other Companies
1
Masroor Ahmad Khan
(Non-Executive)
Since Incorporation
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 Ghani Logistics (Pvt.) Limited G3 Properties (Pvt.) Limited Ghani Gases (Pvt.) Limited Kaya Projects (Pvt.) Limited
Ghani Industrial Complex (Pvt.) Limited Ghani Energies (Pvt.) Limited
G3 Reit Management Limited G3 Homes LLP
projects of the Ghani Group.
Later co-founded Ghani Global
Group and established a
state-of-the-art industrial and
medical gases manufacturing
project near Lahore under the
name Ghani Gases. Certified
Director under the Code of
Corporate Governance.
2
Atique Ahmad
Since
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 Reit Management Limited G3 Homes LLP
Khan
Incorporation
Model
E l ectrical Engineer with
(Executive)
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 Farooq
Since
46-E,
Engineering graduate from the
Ghani Global Glass Limited
Ahmad
Incorporation
Model
University of Illinois, Chicago
Ghani Chemical Industries Limited
(Executive)
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 Reit Management Limited
G3 Homes LLP
4
Saira Farooq (Non-Executive)
Since Incorporation
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
(Non-Executive)
From October 31, 2025
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 (Independent)
From February 02, 2025
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 (Independent)
From February 02, 2025
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
FINANCIAL DETAILS OF THE ISSUER
Ghani ChemWorld Limited (GCWL) was incorporated under the Companies Act, 2017, as a Public Limited Company on July 31, 2024 (initially a wholly owned subsidiary of Ghani Chemical Industries Limited (GCIL).
In compliance with the Demerger/Merger Scheme sanctioned by the Honourable Lahore High Court, vide its order dated February 20, 2025, in C.O. No. 65259 of 2024, the entire business and the undertaking of Calcium Carbide Project (being established in Hattar Special Economic Zone by the GCIL), including all assets, liabilities and properties, have been transferred from GCIL to GCWL. After completion of relevant formalities and allotment of 250,093,950 ordinary shares of the Company (GCWL) to the shareholders of GCIL, the Company has been listed at the Pakistan Stock Exchange on April 24, 2025.
Following assets, liabilities and accumulated surplus had been transferred to Ghani ChemWorld Limited from Ghani Chemical Industries Limited w.e.f. February 20, 2025:
Description
PKR
Property, Plant & Equipment
2,270,270,842
Long-term Investment
1,035,515,088
Stores, Spares & Loose Tools
188,321,988
Stock-in-Trade
309,619,826
Loan & Advances
357,718,541
Deposits, Prepayments & Other Receivables
200,710,811
Short-term Investment
100,000,000
Total Assets Transferred
4,462,157,096
Share Capital
(2,500,939,500)
Redeemable Capital – Sukuk
(800,000,000)
Trade & Other Payables
(204,786,784)
Accrued Profit / Contract Liabilities
(12,691,287)
Net Assets / Equity Transferred
943,739,525
- Name of the Statutory Auditor:
Ilyas Saeed & Co. Chartered Accountants
Financial highlights as at March 31, 2026:
ASSETS
NON CURRENT ASSETS
March 31, 2026 PKR
June 30, 2025 PKR
Property, plant and equipment
3,925,306,288
2,754,224,067
Investment
1,308,101,852
5,233,408,140
1,123,819,533
3,878,043,600
CURRENT ASSETS
Stores, spares and loose tools
51,843,010
1,616,055
Stock-in-trade
631,903,761
512,138,691
Trade debts
84,591,096
—
Loans and advances
505,856,025
255,519,585
Deposits, prepayments and other receivables
3,476,208
25,289,756
Tax refunds due from the Government
65,966,840
10,206,793
Advance income tax
1,467,377
161
Cash and bank balances
88,401,672
685,694
1,433,505,989
805,456,735
TOTAL ASSETS
6,666,914,129
4,683,500,335
EQUITY AND LIABILITIES
Share capital and reserves
March 31, 2026 PKR
June 30, 2025 PKR
Authorized share capital
3,600,000,000
3,600,000,000
Issued, subscribed and paid up share capital
2,501,439,500
2,501,439,500
Merger Reserve
943,739,525
943,739,525
Accumulated profit
224,932,374
75,387,663
3,670,111,399
3,520,566,688
NON-CURRENT LIABILITIES
Redeemable capital - Sukuk
600,000,000
750,000,000
CURRENT LIABILITIES
Current portion of Sukuk
200,000,000
50,000,000
Short term borrowings-secured
387,491,273
Trade and other payables
1,780,496,364
341,300,771
Accrued profit
28,815,093 2,396,802,730
21,632,876 412,933,647
TOTAL EQUITY AND LIABILITIES
6,666,914,129
4,683,500,335
Date of Commercial Production: December 24, 2025
financial highlights for preceding one year of consolidated financial statements - Not Applicable
Detail of issue of capital in previous five years -
Description
Date of Allotment
No. of Shares
Ordinary Shares before the Scheme (Initial Capita)
31-07-2024
50,000
Ordinary Shares issued as per Scheme of Arrangement
16-04-2025
250,093,950
Ordinary Shares after the Scheme Impact 250,143,950
Average market price of the share of the issuer during the last six months is Rs. 18.54 per Share.
Share Capital and Related Matters:
i. Pattern of shareholding of the issuer in both relative and absolute terms:
Category of Shareholders
Pre Right Issue
Post Right Issue
Total Ordinary Shares @ Rs. 10/ Share
%
Total PRS Shares @ Rs. 100/ PRS
%
Directors, CEO and their spouse and dependent children
87,981
0.03%
439
0.03%
Associated Companies, undertakings and related parties (Ghani Global Holdings Limited)
139,952,994
55.95%
669,765
55.95%
Others/Individuals
110,102,975
44.02%
550,515
44.02%
Total
250,143,950
100
1,250,719
100
Details and shareholding of holding company, if any. Ghani Global Holdings Limited holds 55.95% shares of total
paid up capital of the Company
- Name of the Statutory Auditor:
RISK FACTORS
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
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 involvedRisk 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 involvedLack of experience of the Management to run the business;
No such risk is involvedIf the issuer has incurred losses in the last three financial years;
Not ApplicableDependence of the issuer or any of its business segments upon a single customer or a few customers
Not ApplicableLoans, if any, taken by the issuer and its subsidiaries that can be recalled at any time.
Issuer has only one long term financing in shape of Sukuk, which are not ordinarily recalled in normal course of business. Moreover, its repayment has been made in timely manners till date, which reducesits chances for recalling. As regards, working capital finance, if needed, it may be availed from some other financial institution/Bank.In case of outstanding debt instruments, any default in compliance with the material covenants;
Not ApplicableDefault in repayment of loan by the issuer and associated group companies, if any.
Not ApplicablePotential 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 ApplicableExcessive dependence on any key managerial personnel for the project for which the issue is being made.
Not ApplicableAny material investment in debt instruments by the issuer which are unsecured.
Not ApplicablePending legal Proceeding against the issuer and associated group companies, which could have material adverse comments.
NilNegative cash-flow from operating activities in the last three preceding financial years.
Not ApplicableTherefore, no such risk exists.Any restrictive covenant that could hamper the interest of the equity shareholders
Not ApplicableLow credit rating of the Issuer.
Not ApplicableDependence 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 ApplicableAny 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 ApplicableDeclaration:To the best of our knowledge and belief all risk factors have been disclosed.
- LEGAL PROCEEDINGS
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
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
Legal proceedings be summarized in the following format:
There were no contingencies and commitments to report at 30 June 2025.
7) TERMS AND CONDITIONS – PARTIALLY REDEEMABLE SHARES (PRS)
Name of the Security | Ghani ChemWorld Limited – Partially Redeemable Shares | |
1 | Security Type and Relevant Regulatory Provisions | Partially Redeemable Shares issued in accordance with:-
|
2 | Participation in Surplus Assets in Case of Liquidation | No participation unless converted into Ordinary Shares upon the occurrence of a triggering event. Upon conversion, the new Ordinary Shares (issued in accordance with the applicable conversion ratio) shall rank pari passu with the existing Ordinary Shares. |
3 | Dividend Rate (PKR/share) | As may be determined by the Board of Directors from time to time. An interim dividend may also be paid if declared by the Board of Directors. Dividends on PRS shall not enjoy any priority over dividends payable on Ordinary Shares. They shall always remain subject to compliance with the Companies Act, 2017 and the Companies (Further Issue of Shares) Regulations, 2020. |
4 | Redemption | Partially redeemable up to the Redeemable Portion of PKR 90 per share. |
5 | Redemption Rate (PKR/share) | Redemption of the Partially Redeemable Shares shall be by value only, out of their par/nominal value, without reducing the number of shares in issue. Redemption may only be made if sufficient distributable profits, retained earnings or other permitted reserves are available, and shall be at such times, in such amounts and on such terms as the Board of Directors may decide in its discretion. For each redemption, the Company shall transfer an amount equal to the nominal value redeemed to a Capital Redemption Reserve (CRR) or other non-distributable reserve. The CRR shall not be available for dividend and shall be preserved with the same restrictions as apply to paid-up share capital under the Companies Act, 2017 and the Companies (Further Issue of Shares) Regulations, 2020. |
6 | Conversion into Ordinary shares | Conversion into Ordinary Shares of the Company upon the occurrence of specified triggering events. |
7 | Conversion Rate | Each Partially Redeemable Share shall, upon the occurrence of a specified Triggering Event, automatically and without any further act convert into five (05) fully paid Ordinary Shares of the Company or such higher number of Ordinary Shares as may be determined by the Board of Directors at its discretion If, at the time of such conversion, the outstanding nominal value of any Partially Redeemable Share is less than the aggregate nominal value of the Ordinary Shares to be issued, the shortfall shall be met by capitalization of available reserves, including any Capital Redemption Reserve, share premium, or other permitted reserves, in accordance with the Companies Act, 2017 and the Companies (Further Issue of Shares) Regulations, 2020. The conversion ratio and adjustment mechanism shall apply uniformly and without discrimination to all holders of Partially Redeemable Shares. Any decision of the Board of Directors to enhance the conversion ratio beyond the minimum shall be subject to compliance with applicable law and, where required, approval of the holders of Partially Redeemable Shares and/or shareholders through the appropriate resolution(s), and shall thereafter be binding and availability of sufficient reserves. |
8 | Call Option Cash | Not applicable. |
9 | Put Option (Cash) | Not applicable. |
10 | Par/Nominal Value (PKR/share) | PKR 100, divided into: Redeemable Portion of PKR 90 per share and Irredeemable Portion of PKR 10 per share. |
11 | Par/Nominal Value for Subsequent Issues (PKR/share) | Any subsequent issue of Partially Redeemable Shares shall be made at a par/nominal value equal to the outstanding nominal value per share of previously issued PRS (i.e. the original par value of PKR 100 less any amount already redeemed). If the Company resolves to issue PRS at a price higher than such outstanding nominal value, the excess shall be credited to Share Premium Account, to be maintained in accordance with the Companies Act, 2017 and the Companies (Further Issue of Shares) Regulations, 2020. All subsequent issues shall be made on a uniform and non-discriminatory basis among shareholders of the same class, as required by law. |
12 | Issuance By Way Of | The right issue to existing shareholders. May also be issued otherwise, subject to requisite approvals. The right issue to existing shareholders. |
13 | Tenor | Perpetual in nature; provided, however, that the Irredeemable Portion (PKR 10 per share) shall be mandatorily converted into Ordinary Shares within a maximum period of ten (10) years from the date of issuance of the PRS, in accordance with the specified triggering events. The Redeemable Portion (PKR 90 per share) shall continue to remain outstanding and redeemable at the discretion of the Board of Directors, subject to availability of distributable profits and compliance with applicable law. |
14 | Instrument Rating | Optional, if determined by the Board of Directors. |
15 | Cumulative / Non-Cumulative | Dividends on Partially Redeemable Shares shall be non-cumulative, and any dividend not declared in a given year shall lapse with no right of carry-forward. |
16 | Voting Rights | Each PRS shall carry voting rights equivalent to one Ordinary Share, irrespective of the paid-up or outstanding value. Rights, privileges and obligations shall otherwise be the same as those applicable to Ordinary Shareholders. |
17 | Subsequent Issuance | By way of Right Issue, other than by Right (against cash or in-kind), or through Bonus Issue to shareholders (both Ordinary and PRS holders). |
18 | Subsequent Issuance Price (PKR/share) | A share premium may be charged in addition to the outstanding par/nominal value, as determined by the Board of Directors. |
19 | Any Other Rights | Holders of Partially Redeemable Shares shall be entitled to the following rights in addition to those expressly provided herein:
|
20 | Listing at PSX | PRS shall be listed on the Main Board of the Pakistan Stock Exchange. |
21 | Shari'ah Compliance | Optional, if determined by the Board of Directors. |
22 | Issue Size (PKR) | Issue size as Rs. 125,071,900. |
23 | Issue Size (Nos.) | 1,250,719 Partially Redeemable Shares |
24 | Ranking / Priority | Ranks in priority over all other classes of shares, but subordinate to any secured loan (including loans secured by way of floating charge). |
25 | Triggering Events |
a general meeting to convert PRS into Ordinary Shares at the conversion rate. |
26 | Meetings and Resolutions | Save as otherwise required under the Companies Act, 2017 and the Companies (Further Issue of Shares) Regulations, 2020, holders of Partially Redeemable Shares shall exercise their voting rights in accordance with applicable law. Where any variation in rights attached to Partially Redeemable Shares is proposed, approval of the holders of such shares shall be obtained in the manner prescribed under applicable law. |
27 | Other Issuance | PRS may also be issued to Ordinary Shareholders by way of Bonus, if declared by the Board of Directors. |
28 | Issuance Power | PRS shall be under the control of the Board of Directors, who may issue, allot, forfeit, surrender, rectify, or otherwise dispose of them to such persons, firms, or corporations on such terms and conditions and at such times as may be deemed fit, subject to the Companies Act, 2017, the Securities Act, 2015, and the Companies (Further Issue of Shares) Regulations, 2020. |
29 | Authorized Capital (PRS) | Redemption and/or Conversion will not affect authorized capital related to PRS. |
For and on behalf Ghani ChemWorld Limited
ASIM MAHMUD CHIEF FINANCIAL OFFICER