No. GGL/ CORP/ PSX-40
he Geneial Zfanagor
Pakietan Stock Exchange Limited Stock Exchange Building
Stock Exchange Road, Karachi
July 16, 2026
Subject: 2fOTICE OF EXTRAORDINARY ISPECIALJ GENERAL I¥fETTING
Dear Sir,
Further to our letter No. GGL/ CORP/PSX-36 dated July 06, 2026, we are pleased to enclose the notice of the Extraordinary (Special) General Meeting (along with the Scheme of Compromises, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private} Limited and G3 Homes LLP} being diepatched to the shareholders of the Company and al9o being uploaded on the Company's website.
In addition to the above, in compliance with the PSX regulations, prior publication notice of the Extraordinary (Special) General Meeting is also enclosed.
You may please inform the TRE Certificate Holders of the Exchange accordingly.
For and n alf of
Ghanl 2loldlnga Llmlted
Company Secretary
Excl: - Notice of EOGM along with Scheme.
- Prior publication notice of EOGM.
CC: - The Executive Director/ HOD, Offsite-II Department, SECP, Islamabad.
GHANI GLOBAL HOLDINGS LIMITED
Building value, Managing trust
G3 REIT MANAGEMENT LIMITEDSubsidiary of Ghani Global Holdings Limited
NOTICE OF EXTRAORDINARY (SPECIAL) GENERAL MEETING
to be held on August 08, 2026
for approval of
SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION
(in terms of Provisions of Sections 279 to 283 of the Companies Act, 2017 and the Real Estate Investment Trust Regulations, 2022 )
by and between
Ghani Global Holdings Limited
(and its members)
and
G3 Reit Management Limited
(and its members)
and
G3 Properties (Private) Limited
(and its members)
and
G3 Homes LLP
(and its partners)
G3 PROPERTIES (PRIVATE) LIMITED
Developers & Real Estate
G3 HOMES LLPCorporate Information:
2
Ghani Global Holdings Limited
3
G3 Reit Management Limited
4
G3 Properties (Private) Limited
5
G3 Homes LLP
Notice of Extraordinary (Special) General Meeting
6
Ghani Global Holdings Limited
8
G3 Reit Management Limited
10
G3 Properties (Private) Limited
12
G3 Homes LLP
14
Statement of Information
Scheme of Compromise, Arrangement And Reconstruction
21
Companies under the Scheme
27
28
Current & Proposed Status of the Companies/Body Corporate Objectives and Benefits of the Scheme
30
31
Financial Analysis - Before & after the Scheme Article 1 - Definitions
32
Article 2 - Scheme of Arrangements & Reconstruction
37
42
Article 3 - Equity, Capital and Management Article 4 - Rights & Obligations
43
Article 5 - General Provisions
45
Schedule 1 - Statement of Financial Position Reflecting the Effect of the Scheme Schedule 2 - Statement of Audited Financial Position
47
-Schedule - 2/A - Ghani Global Holdings Limited
49
-Schedule - 2/B - G3 Reit Management Limited
51
-Schedule - 2/C - G3 Properties (Private) Limited
53
55
-Schedule - 2/D - G3 Homes LLP Schedule 3 - Designated Real Estate Assets
56
Schedule 4 - Approval & Authorization (forming an integral part of this Scheme)
58
Form of Proxy
GHANI GLOBAL HOLDINGS LIMITEDBOARD OF DIRECTORS
Atique Ahmad Khan Masroor Ahmad Khan Umar Ahmad
Saira Farooq Muhammad Hanif Mahmood Ahmed
Chairman Chief Executive Officer
KEY MANAGEMENT
Hafiz Farooq Ahmad Managing Director
Zubair Siddique President
Asim Mahmud Director Finance / CFO
Farzand Ali GM Corporate / Company Secretary
Muhammad Danish Siddique
AUDIT & RISK MANAGEMENT COMMITTEEMahmood Ahmad Umar Ahmad Muhammad Hanif
HR&R AND COMPENSATION COMMITTEEMuhammad Danish Siddique Masroor Ahmad Khan Atique Ahmad Khan
Saira Farooq
Chairman
Chairman
SHARE REGISTRAR
Digital Custodian Company Limited
4F, Pardesi House, Old Queens Road, Karachi. Tel: 021-32419770
REGIONAL MARKETING OFFICE
C-7/A, Block F, Gulshan-e-Jamal Rashid Minhas Road, Karachi.
Ph: (021) 34572150
E-mail: gglmarketing@ghaniglobal.com
NOMINATION COMMITTEEMasroor Ahmad Khan Atique Ahmad Khan Umar Ahmad
AUDITORSShineWing Hameed Chaudhri & Co. Chartered Accountants, Lahore
Chairman
REGISTERED/CORPORATE OFFICE
10-N, Model Town Ext, Lahore. UAN: 111 GHANI 1 (442-641) Fax: (092) 042-35160393
E-mail: info.gases@ghaniglobal.com Website: https://www.ghaniglobal.com
G3 REIT MANAGEMENT LIMITEDCorporate Information
BOARD OF DIRECTORS
Masroor Ahmad Khan Muhammad Danish Siddique Atique Ahmad Khan
Hafiz Farooq Ahmad Saira Farooq Aleena Atique Mahmood Ahmed
Sheikh Muhammad Saleem Ahsan
Chairman Chief Executive Officer
KEY MANAGEMENTZubair Siddique President
Asim Mahmud Director Finance / CFO
Farzand Ali GM Corporate / Company Secretary
AUDITORSIlyas Saeed & Co.
Chartered Accountants, Lahore
REGISTERED/CORPORATE OFFICE10-N, Model Town Ext, Lahore. UAN: 111 GHANI 1 (442-641) Fax: (092) 042-35160393
Website: https://www.ghaniglobal.com
G3 PROPERTIES (PRIVATE) LIMITEDCorporate Information
BOARD OF DIRECTORS
Masroor Ahmad Khan Atique Ahmad Khan Hafiz Farooq Ahmad
Chairman Chief Executive Officer
KEY MANAGEMENT
Zubair Siddique President
Asim Mahmud Director Finance / CFO
Farzand Ali GM Corporate / Company Secretary
AUDITORSJaved Chaudhry & Co. Chartered Accountants, Lahore
REGISTERED/CORPORATE OFFICE10-N, Model Town Ext, Lahore. UAN: 111 GHANI 1 (442-641) Fax: (092) 042-35160393
Website: https://www.ghaniglobal.com
G3 HOMES LLPCorporate Information
PARTNERSMasroor Ahmad Khan Atique Ahmad Khan Hafiz Farooq Ahmad
KEY MANAGEMENT
Zubair Siddique President
Asim Mahmud Director Finance
Farzand Ali GM Corporate
AUDITORSJaved Chaudhry & Co. Chartered Accountants, Lahore
REGISTERED/CORPORATE OFFICE10-N, Model Town Ext, Lahore. UAN: 111 GHANI 1 (442-641) Fax: (092) 042-35160393
Website: https://www.ghaniglobal.com
GHANI GLOBAL HOLDINGS LIMITEDNOTICE OF EXTRAORDINARY (SPECIAL) GENERAL MEETING
THE SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION
In compliance with the Honourable Lahore High Court, Lahore order passed in Civil Original No. 38997 of 2026, notice is hereby given that an Extraordinary (Special) General Meeting of the shareholders of Ghani Global Holdings Limited (GGL/the Company) will be held on Saturday August 08, 2026 at 11:00 AM at registered office of the Company i.e. 10-N, Model Town Ext., Lahore to transact the following business:
To consider and if deemed fit to approve, adopt and agree to the Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP & its related matters in pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law and to pass the following resolutions as special resolutions by the shareholders of the Company with or without modification(s), addition(s) or deletion(s):
"RESOLVED THAT pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law, if any, and subject to the approval by the Honourable Lahore High Court or any other competent Court/ authorities, the proposed Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP together with all Articles and Schedules forming an integral part thereof (the Scheme), as placed before the shareholders of the Company (Ghani Global Holdings Limited/GGL), be and is hereby approved."
"FURTHER RESOLVED THAT the Board of Directors of the Company (Ghani Global Holdings Limited/GGL), being the anchoring company under the Scheme, be and is hereby authorized, either by itself or through the Chief Executive Officer, Company Secretary or any other officer duly authorized by the Board, to execute all deeds, documents and instruments and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for giving effect to, implementing and completing the Scheme, including the exercise of all powers and authorities contemplated under the Scheme".
"FURTHER RESOLVED THAT the Board of Directors of the Company (Ghani Global Holdings Limited / GGL) be and is hereby authorized to approve and give effect to such amendments, modifications, additions, deletions or variations to the Scheme, including any consequential amendments to the constitutional documents of any party to the Scheme, as may be required, directed or approved by the Honourable Lahore High Court, the Securities and Exchange Commission of Pakistan or any other competent authority, or as may otherwise be necessary or expedient for the effective implementation of the Scheme, and any such amendments or actions shall not require any further approval of the shareholders of the Company."
Farzand Ali
Mr. Muhammad Zahid Sharif & Mr. Ahmad Shahani Advocates have been appointed as Joint Chairpersons by the Honouable Lahore High Court, Lahore vide its order dated 29-06-2026 to conduct and supervise this meeting.
Place: Lahore
Dated: July 16, 2026 Company Secretary
Notes:
BOOK CLOSURE:
Share transfer books of the company will remain closed, and no transfer of shares will be accepted for registration from Saturday August 01, 2026 to Friday August 07, 2026 (both days inclusive). Transfer received in order at the office of the share registrar
M/s Digital Custodian Company Limited4-f, Perdesi House, Old Queen's Road, Karachi, Pakistan Office: +92 21 32419770, Email: Share.registrar@digitalcustodian.co
at the close of business on Friday July 31, 2026, will be considered in time for the purpose of attendance at the EOGM.
ATTENDANCE AT THE MEETING:
A shareholder entitled to attend, speak and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote instead of him/her.
Proxies, to be effective, must be duly signed, filled out, and witnessed, and should be deposited at the Registered Office of the Company along with attested copies of a valid Computerized National Identity Card (CNIC) or Passport, no less than 48 hours before the meeting.
CDC account holders must follow the guidelines outlined in Circular No. 1 dated 26 January 2000 issued by the SECP for attending the meeting.
Attendance at the meeting shall be upon presentation of the original CNIC or Passport.
The shareholders can attend the EOGM via Video Link. To participate in the meeting via Video Link, shareholders and their proxies are requested to register by emailing the following information to eogmggl26@ghaniglobal.com by Thursday August 06, 2026.
(If applicable)
Video link details and login credentials will be shared with shareholders whose registered email addresses containing all the particularsare received on or before Thursday August 06, 2026.
E-VOTING & VOTING THROUGH POSTAL BALLOT:
The shareholders of the Company are hereby notified that, pursuant to the Companies (Postal Ballot) Resolutions, 2018 ("the Regulations"), issued by the Securities and Exchange Commission of Pakistan (SECP), SECP has directed all listed companies to provide members with the right to vote by electronic voting facility and by post on all business classified as Special Business.
Accordingly, shareholders of the Company will be permitted to exercise their right to vote at this EOGM by electronic voting facility or by post, in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.
The Company has appointed M/s. Digital Custodian Company Limited, as Service Provider for e-voting and M/s. Nasir Jamil & Co. Chartered Accountants, as Scrutinizer for the voting process under the Companies (Postal Ballot) Regulations, 2018.
AVAILABILITY OF SCHEME OF COMPROMISE, ARRANGEMENT AND RECONSTRUCTION:
The Scheme of compromise, arrangement, and reconstruction, and related disclosures (the Scheme) along with the Notice of EOGM, has been dispatched to all shareholders via email/postal service.
The notice of EOGM, along with the Scheme, has also been uploaded at the PSX (Pakistan Stock Exchange) through PUCARS and made available on the Company's website at https://www.ghaniglobal.com.
The notice of EOGM has been also published in the newspapers, i.e., Daily NAWA-E-WAQAT and DAWN.
Copies of the following documents shall remain available for inspection by the shareholders during normal business hours at the registered office of the Company until the conclusion of the Extraordinary (Special) General Meeting:
the Scheme of Compromise, Arrangement and Reconstruction.
the latest audited financial statements.
the special purpose audited financial statements.
GENERAL
For any query, problem and/or information, the shareholders may contact with the Company Secretary at +92 42 35161424-5, email address corporate@ghaniglobal.com and/or Share Registrar of the Company.
G3 REIT MANAGEMENT LIMITEDNOTICE OF EXTRAORDINARY (SPECIAL) GENERAL MEETING
THE SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION
In compliance with the Honourable Lahore High Court, Lahore order passed in Civil Original No. 38997 of 2026, notice is hereby given that an Extraordinary (Special) General Meeting of the shareholders of G3 Reit Management Limited (G3RMC/the Company) will be held on Saturday August 08, 2026 at 12:10 PM at registered office of the Company i.e. 10-N, Model Town Ext., Lahore to transact the following business:
To consider and if deemed fit to approve, adopt and agree to the Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP & its related matters in pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law and to pass the following resolutions as special resolutions by the shareholders of the Company with or without modification(s), addition(s) or deletion(s):
"RESOLVED THAT pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law, if any, and subject to the approval by the Honourable Lahore High Court or any other competent Court/ authorities, the proposed Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP together with all Articles and Schedules forming an integral part thereof (the Scheme), as placed before the shareholders of the Company (G3 Reit Management Limited/G3RMC), be and is hereby approved."
"FURTHER RESOLVED THAT the Board of Directors of the Company (G3 Reit Management Limited/G3RMC), be and is hereby authorized, either by itself or through the Chief Executive Officer, Company Secretary or any other officer duly authorized by the Board, to execute all deeds, documents and instruments and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for giving effect to, implementing and completing the Scheme, including the exercise of all powers and authorities contemplated under the Scheme.
"FURTHER RESOLVED THAT the Board of Directors of Company (G3 Reit Management Limited/G3RMC) be and is hereby authorized to approve and give effect to such amendments, modifications, additions, deletions or variations to the Scheme, including any consequential amendments to the constitutional documents of any party to the Scheme, as may be required, directed or approved by the Honourable Lahore High Court, the Securities and Exchange Commission of Pakistan or any other competent authority, or as may otherwise be necessary or expedient for the effective implementation of the Scheme, and any such amendments or actions shall not require any further approval of the shareholders of the Company."
Farzand Ali
Mr. Muhammad Zahid Sharif & Mr. Ahmad Shahani Advocates have been appointed as Joint Chairpersons by the Honouable Lahore High Court, Lahore vide its order dated 29-06-2026 to conduct and supervise this meeting.
Place: Lahore
Dated: July 16, 2026 Company Secretary
Notes:
BOOK CLOSURE
Share transfer books of the company will remain closed, and no transfer of shares will be accepted for registration from Saturday
August 01, 2026 to Friday August 07, 2026 (both days inclusive). Transfer received in order at the registered office of the Company at the close of business on Friday July 31, 2026, will be considered in time for the purpose of attendance at the EOGM.
ATTENDANCE AT THE MEETING
A shareholder entitled to attend, speak and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote instead of him/her.
Proxies, to be effective, must be duly signed, filled out, and witnessed, and should be deposited at the Registered Office of the Company along with attested copies of a valid Computerized National Identity Card (CNIC) or Passport, no less than 48 hours before the meeting.
Attendance at the meeting shall be upon presentation of the original CNIC or Passport.
AVAILABILITY OF SCHEME OF COMPROMISE, ARRANGEMENT AND RECONSTRUCTION:
The Scheme of compromise, arrangement, and reconstruction, and related disclosures (the Scheme) along with the Notice of EOGM, has been dispatched to all shareholders via postal service.
The notice of EOGM, along with the Scheme, has also been uploaded on the Company's website at www.ghaniglobal.com. The notice of EOGM has also been published in the newspapers, i.e., Daily NAWA-E-WAQAT and DAWN.
Copies of the following documents shall remain available for inspection by the shareholders during normal business hours at the registered office of the Company until the conclusion of the Extraordinary (Special) General Meeting.
the Scheme of Compromise, Arrangement and Reconstruction.
the special purpose audited financial statements.
NOTICE OF EXTRAORDINARY (SPECIAL) GENERAL MEETING
THE SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION
In compliance with the Honourable Lahore High Court, Lahore order passed in Civil Original No. 38997 of 2026, notice is hereby given that an Extraordinary (Special) General Meeting of the shareholders of G3 Properties (Private) Limited (G3-SPV/the Company) will be held on Saturday August 08, 2026 at 12:20 PM at registered office of the Company i.e. 10-N, Model Town Ext., Lahore to transact the following business:
To consider and if deemed fit to approve, adopt and agree to the Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP & its related matters in pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law and to pass the following resolutions as special resolutions by the shareholders of the Company with or without modification(s), addition(s) or deletion(s):
"RESOLVED THAT pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law, if any, and subject to the approval by the Honourable Lahore High Court or any other competent Court/ authorities, the proposed Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP together with all Articles and Schedules forming an integral part thereof (the Scheme), as placed before the shareholders of the Company (G3 Properties (Private) Limited / G3-SPV), be and is hereby approved."
"FURTHER RESOLVED THAT the Board of Directors of the Company (G3 Properties (Private) Limited/G3-SPV), be and is hereby authorized, either by itself or through the Chief Executive Officer, Company Secretary or any other officer duly authorized by the Board, to execute all deeds, documents and instruments and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for giving effect to, implementing and completing the Scheme, including the exercise of all powers and authorities contemplated under the Scheme."
"FURTHER RESOLVED THAT the Board of Directors of the Company (G3 Properties (Private) Limited/G3-SPV) be and is hereby authorized to approve and give effect to such amendments, modifications, additions, deletions or variations to the Scheme, including any consequential amendments to the constitutional documents of any party to the Scheme, as may be required, directed or approved by the Honourable Lahore High Court, the Securities and Exchange Commission of Pakistan or any other competent authority, or as may otherwise be necessary or expedient for the effective implementation of the Scheme, and any such amendments or actions shall not require any further approval of the shareholders of the Company."
Mr. Muhammad Zahid Sharif & Mr. Ahmad Shahani Advocates have been appointed as Joint Chairpersons by the Honouable Lahore High Court, Lahore vide its order dated 29-06-2026 to conduct and supervise this meeting.
Place: Lahore Farzand Ali
Dated: July 16, 2026 Company Secretary
Notes:
BOOK CLOSURE
Share transfer books of the company will remain closed, and no transfer of shares will be accepted for registration from Saturday
August 01, 2026 to Friday August 07, 2026 (both days inclusive). Transfer received in order at the registered office of the Company at the close of business on Friday July 31, 2026, will be considered in time for the purpose of attendance at the EOGM.
ATTENDANCE AT THE MEETING
A shareholders entitled to attend, speak and vote at the EOGM is entitled to appoint a proxy to attend, speak and vote instead of him/her.
Proxies, to be effective, must be duly signed, filled out, and witnessed, and should be deposited at the Registered Office of the Company along with attested copies of a valid Computerized National Identity Card (CNIC) or Passport, no less than 48 hours before the meeting.
Attendance at the meeting shall be upon presentation of the original CNIC or Passport.
AVAILABILITY OF SCHEME OF COMPROMISE, ARRANGEMENT AND RECONSTRUCTION:
The Scheme of compromise, arrangement, and reconstruction, and related disclosures (the Scheme) along with the Notice of EOGM, has been dispatched to all shareholders via postal service.
The notice of EOGM, along with the Scheme, has also been uploaded on the Company's website at www.ghaniglobal.com. The notice of EOGM has also been published in the newspapers, i.e., Daily NAWA-E-WAQAT and DAWN.
Copies of the following documents shall remain available for inspection by the shareholders during normal business hours at the registered office of the Company until the conclusion of the Extraordinary (Special) General Meeting.
the Scheme of Compromise, Arrangement and Reconstruction.
the latest audited financial statements.
the special purpose audited financial statements.
NOTICE OF SPECIAL MEETING
THE SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION
In compliance with the Honourable Lahore High Court, Lahore order passed in Civil Original No. 38997 of 2026, notice is hereby given that a Special Meeting of the Partners of G3 Homes LLP (G3-LLP/the LLP) will be held on Saturday August 08, 2026 at 12:50 PM at registered office of the LLP i.e. 10-N, Model Town Ext., Lahore to transact the following business:
To consider and if deemed fit to approve, adopt and agree to the Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP & its related matters in pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law and to pass the following resolutions as special resolutions by the Partners of the LLP with or without modification(s), addition(s) or deletion(s):
"RESOLVED THAT pursuant to the provisions of Sections 279 to 283 of Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, and all other applicable, ancillary and enabling provisions of law, if any, and subject to the approval by the Honourable Lahore High Court or any other competent Court/ authorities, the proposed Scheme of Compromise, Arrangement and Reconstruction by and between Ghani Global Holdings Limited, G3 Reit Management Limited, G3 Properties (Private) Limited and G3 Homes LLP together with all Articles and Schedules forming an integral part thereof (the Scheme) as placed before the Partners of the LLP (G3 Homes LLP / G3-LLP), be and is hereby approved."
"FURTHER RESOLVED THAT the Partners of the LLP (G3 Homes LLP/G3-LLP), be and is hereby authorized, either by itself or through the Partners or any other officer duly authorized by the Partners, to execute all deeds, documents and instruments and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for giving effect to, implementing and completing the Scheme, including the exercise of all powers and authorities contemplated under the Scheme."
"FURTHER RESOLVED THAT the Partners of the LLP (G3 Homes LLP/G3-LLP), be and is hereby authorized to approve and give effect to such amendments, modifications, additions, deletions or variations to the Scheme, including any consequential amendments to the constitutional documents of any party to the Scheme, as may be required, directed or approved by the Honourable Lahore High Court, the Securities and Exchange Commission of Pakistan or any other competent authority, or as may otherwise be necessary or expedient for the effective implementation of the Scheme, and any such amendments or actions shall not require any further approval of the Partners of the LLP."
Mr. Muhammad Zahid Sharif & Mr. Ahmad Shahani Advocates have been appointed as Joint Chairpersons by the Honouable Lahore High Court, Lahore vide its order dated 29-06-2026 to conduct and supervise this meeting.
Farzand Ali
Place: Lahore
Dated: July 16, 2026 G.M Corporate
Notes:
Attendance at the meeting shall be upon presentation of the original CNIC or Passport.
The Scheme of compromise, arrangement, and reconstruction, and related disclosures (the Scheme) along with the Notice of special meeting, has been dispatched to all Partners via postal service.
The notice of special meeting, along with the Scheme, has also been uploaded on the LLP's website at https://www.ghaniglobal.com.
The notice of special meeting has also been published in the newspapers, i.e., Daily NAWA-E-WAQAT and DAWN.
Copies of the following documents shall remain available for inspection by the shareholders during normal business hours at the registered office of the LLP until the conclusion of the Special Meeting:
the Scheme of Compromise, Arrangement and Reconstruction.
the special purpose audited financial statements.
BACKGROUND:
STATEMENT OF INFORMATIONACCOMPANYING NOTICE TO THE MEMBERS
UNDER SECTION 281(1) (a)/ 134 (3) OF THE COMPANIES ACT, 2017
GHANI GLOBAL HOLDINGS LIMITED ("GGL" or the "Holding Company") is a public company limited by shares incorporated under the laws of Pakistan. The principal object of GGL, as set out in its Memorandum of Association, is to carry on the business of a holding and investment company and, inter alia, to acquire, subscribe for, hold, manage, administer, deal in, transfer, dispose of and otherwise invest in shares, stocks, securities, debentures and other financial interests in subsidiary companies, associated undertakings and other enterprises. GGL presently functions as the holding company of various subsidiary and associated entities within the Ghani Global Group and its principal activity is the management and administration of investments in its subsidiary and associated companies.
G3 REIT MANAGEMENT LIMITED ("G3RMC") was incorporated on April 14, 2026, as a Non-Bank Finance Company ("NBFC") under the applicable laws of Pakistan. G3RMC is the wholly owned subsidiary of GGL. The Company was granted permission by the Securities and Exchange Commission of Pakistan ("SECP") on March 03, 2026, to undertake the business of a REIT Management Company.
The principal object of G3RMC is to carry on all or any of the businesses permissible under the category of "REIT Management Services" in accordance with the Real Estate Investment Trust Regulations, 2022 and other applicable laws and regulations.
G3 PROPERTIES (PRIVATE) LIMITED ("G3-SPV") was incorporated on May 29, 2020 under the laws of Pakistan as A-One Batteries (Private) Limited. Subsequently, the Company's name was changed to G3 Properties (Private) Limited on October 09, 2025. At present, the Company is not carrying on any material business operations and has been designated to function as the Special Purpose Vehicle ("SPV") for the purposes of the proposed Real Estate Investment Trust ("REIT") structure contemplated under this Scheme.
G3 HOMES LLP ("G3-LLP") was incorporated on February 26, 2026 under the Limited Liability Partnership Act, 2017 ("LLP Act") and is a body corporate having perpetual succession and a legal personality separate from its partners. The principal business of G3-LLP is to acquire, purchase, lease, hold, develop, construct, manage, sell, rent, operate and otherwise deal in land, plots, real estate, immovable properties and interests therein, and to undertake residential, commercial, industrial, mixed-use and other real estate development projects.
OBJECTIVE OF THE SCHEME:
To transfer and vest the designated real estate assets, together with the associated rights, interests, obligations and undertakings, from G3 Homes LLP ("G3-LLP") to G3 Properties (Private) Limited ("G3-SPV") in the manner provided in this Scheme;
To distribute, transfer and vest the shares of G3 REIT Management Limited ("G3RMC") held by Ghani Global Holdings Limited ("GGL") directly in favour of the shareholders of GGL in accordance with the terms of this Scheme;
To issue and allot shares of G3-SPV to the partners of G3-LLP in consideration of the transfer and vesting of the designated real estate assets and related rights;
To issue and allot shares of G3 REIT Management Limited ("G3RMC") to the shareholders of Ghani Global Holdings Limited ("GGL");
To issue and allot shares of GGL to G3RMC in accordance with the terms of this Scheme;
To issue and allot shares of G3-SPV to G3RMC in accordance with the terms of this Scheme;
To issue and allot shares of G3RMC to the partners of G3-LLP in the manner set out herein;
To issue and allot shares of GGL to the partners of G3-LLP in accordance with the terms of this Scheme;
To issue and allot shares of G3-SPV to GGL in the manner contemplated by this Scheme;
To facilitate the transfer, distribution and vesting of shares of G3-SPV by the partners of G3-LLP in favour of the shareholders of GGL in accordance with the terms of this Scheme;
To facilitate the listing of G3RMC on the Main Board of the Pakistan Stock Exchange Limited ("PSX"), subject to the fulfilment of applicable regulatory requirements;
To establish and designate G3-SPV as the Special Purpose Vehicle ("SPV") for the proposed Real Estate Investment Trust ("REIT") structure in accordance with the Real Estate Investment Trust Regulations, 2022;
To reduce the face value (par value) of the ordinary shares of G3-SPV from PKR 10 (Rupees Ten) per ordinary share to PKR 7 (Rupees Seven) per ordinary share and to undertake such consequential adjustments to the share capital of G3-SPV as may be required for the purposes of implementing this Scheme;
To alter, amend and reconstitute the principal line of business and objects of G3-SPV so as to align the same with its intended role and operations as a Special Purpose Vehicle under the proposed REIT structure, including the amendment, substitution and/or reclassification of the relevant provisions of its Memorandum of Association, including Clause 3(i) thereof, in the manner provided in this Scheme;
To enable the shares of G3-SPV to be held, directly or indirectly, by the shareholders of GGL, including a substantial number of public shareholders, and to facilitate the subsequent exchange, conversion or representation of such interests through units of the proposed REIT Scheme in accordance with the Real Estate Investment Trust Regulations, 2022;
To ensure that the proposed REIT Units represent substantially the same underlying economic, beneficial and ownership interests already vested in and distributed amongst the shareholders of Ghani Global Holdings Limited ("GGL") pursuant to and in accordance with this Court-sanctioned Scheme, and that the issuance, allotment, exchange, conversion and distribution of such REIT Units constitute a continuation, representation and restructuring of existing ownership interests and not a fresh raising of capital, invitation to subscribe, offer for sale, solicitation of investment or public offering of securities.
To facilitate the exchange, conversion or replacement of the shares of G3 Properties (Private) Limited ("G3-SPV") held by the shareholders thereof with REIT Units on a one-for-one basis, or such other basis as may be approved by the Securities and Exchange Commission of Pakistan ("SECP"), such that the shareholders shall continue to hold substantially the same proportional economic and beneficial interests in the underlying assets through REIT Units as they previously held through shares of G3-SPV.
To facilitate the listing and admission to trading of the REIT Units on the Pakistan Stock Exchange Limited ("PSX") as a consequence of the implementation of this Scheme, the establishment of the REIT Scheme and the conversion of pre-existing ownership interests already vested in the shareholders pursuant to this Scheme, and not as a consequence of any fresh issuance of securities to the public, public subscription process or capital raising exercise, subject to such approvals, exemptions, waivers, dispensations, relaxations, modifications or directions as may be granted by the SECP, PSX or any other competent authority.
To implement the issuance, allotment, exchange, conversion, distribution, admission, quotation and listing of the shares and REIT Units contemplated herein in accordance with the Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, the applicable regulations of the Pakistan Stock Exchange Limited and such approvals, exemptions, waivers, dispensations, relaxations or directions as may be granted by the SECP, the Pakistan Stock Exchange Limited or any other competent authority.
BENEFITS AND RATIONALE OF THE SCHEME:
Upon implementation of the Scheme and subject to the fulfilment of applicable regulatory requirements, G3 REIT Management Limited ("G3RMC") is intended to become a listed company on the Pakistan Stock Exchange Limited ("PSX"), thereby providing the shareholders of Ghani Global Holdings Limited ("GGL") with an additional listed security, enhanced market visibility, improved access to capital markets and a transparent, regulated trading platform supported by an appropriate public free float.
Pursuant to this Scheme, the shareholders of GGL are intended to acquire, directly or indirectly, an economic interest in G3-SPV, which may subsequently be represented through units of the proposed REIT Scheme in accordance with the Real Estate Investment Trust Regulations, 2022. Such REIT Units are intended to be listed directly on the Pakistan Stock Exchange Limited ("PSX"), subject to applicable approvals and regulatory requirements, following the exchange, conversion or representation of the pre-existing ownership interests of the shareholders in G3-SPV into REIT Units. The proposed listing is intended to facilitate trading and liquidity of interests already vested in the shareholders pursuant to this Scheme and is not intended to constitute a fresh public offering, public subscription or capital raising exercise.
GGL shall acquire shareholding interests in G3RMC and G3-SPV (and, where applicable, the economic interests represented by REIT Units), thereby strengthening its strategic participation in the proposed REIT structure.
G3RMC shall acquire shareholding interests in GGL and G3-SPV (and, where applicable, the economic interests represented by REIT Units), thereby aligning the interests of the REIT Management Company with the underlying assets and stakeholders of the proposed REIT structure.
The Scheme is intended to facilitate the establishment and implementation of a REIT structure in accordance with the Real Estate Investment Trust Regulations, 2022. The proposed structure is expected to provide an institutional platform for real estate development, ownership, management and monetization of real estate assets.
The proposed REIT structure is intended to create a framework capable of generating recurring rental income, development income and potential capital appreciation from underlying real estate assets, subject to market conditions and operational performance.
The Scheme is expected to enhance transparency, governance, regulatory oversight and asset segregation through the adoption of a dedicated REIT structure comprising a REIT Management Company and a Special Purpose Vehicle.
The Scheme is expected to improve the marketability, liquidity and investability of the underlying real estate assets by transforming relatively illiquid real estate holdings into tradable securities and/or REIT Units held through a regulated capital market framework.
The Scheme is intended to broaden investor participation by enabling existing shareholders of GGL to participate in the economic benefits of the underlying real estate assets through a transparent and regulated investment structure.
The Scheme is expected to facilitate future capital formation and expansion opportunities for the proposed REIT structure through improved access to equity and capital markets, subject to applicable laws and regulatory approvals.
The Scheme is expected to unlock and crystallize the value of the real estate assets underlying the proposed REIT structure by separating such assets into a dedicated and transparent investment platform, thereby enabling the shareholders of GGL to participate more directly in the value creation, income generation and potential capital appreciation attributable to such assets.
The Scheme is intended to enhance shareholder value by providing the shareholders of GGL with direct or indirect ownership interests in multiple specialized entities operating within the proposed REIT structure, including G3RMC and G3-SPV (and, where applicable, the economic interests represented by REIT Units), thereby creating a more focused, transparent and potentially value-accretive corporate structure.
FINANCIAL IMPACT AND INFORMATION:
Schedule 1 to the Scheme contains the Statement of Financial Position Reflecting the Effect of the Scheme, which illustrates, on a pro forma basis, the financial position of the participating entities immediately before and after the implementation of the Scheme. The Statement has been prepared solely for the purpose of demonstrating the financial impact of the transactions contemplated under the Scheme and the resultant changes in the assets, liabilities, equity and reserves of the participating entities. Members are advised to read Schedule 1 together with the relevant provisions of the Scheme, as it forms an integral part thereof and provides a comprehensive illustration of the financial consequences of the proposed restructuring. The Statement should be read in conjunction with Schedule 2, which sets out the existing Statements of Financial Position of the participating entities and provides the basis for the adjustments reflected in Schedule 1.
Particulars
Unit
GGL
(Before)
GGL
(After)
G3-SPV
(Before)
G3-SPV
(After)
G3RMC
(Before)
G3RMC
(Before)
AUTHORIZED CAPITAL
Ordinary Shares
Nos.
400,000,000
500,000,000
10,000
514,285,714
5,000,000
250,000,000
Class-B Tracking
Shares
Nos.
20,000,000
20,000,000
-
-
-
-
PAR / NOMINAL VALUE
Ordinary
Shares
PKR/Share
10.00
10.00
10.00
7.00
10.00
10.00
Class-B Tracking Shares
PKR/Share
10.00
10.00
-
-
-
-
ISSUED CAPITAL
Ordinary Shares
Nos.
354,119,590
489,119,590
2,500
507,259,860
5,000,000
248,550,000
Book Value (Including Loans)
PKR/Share
11.35
10.46
19.65
7.00
9.86
10.00
from Directors) Current Ratio
Times
14.37
14.37
N/A
0.24
66.81
66.81
Debt-Equity Ratio
Times
0.02
0.01
0.00
0.00
0.02
0.00
Financial History - Ghani Global Holdings Limited
G3 REIT MANAGEMENT LIMITED ("G3RMC") was incorporated on April 14, 2026
G3 Properties (Private) Limited ("G3-SPV") was incorporated on May 29, 2020 but is a dormant company
G3 HOMES LLP ("G3-LLP") was incorporated on February 26, 2026 under the Limited Liability Partnership Act, 2017
Accordingly, the historical audited financial information of G3RMC, G3-SPV and G3-LLP is either not pertinent or not significant for the purposes of the proposed Scheme, except for Ghani Global Holdings Limited, whose audited historical financial information is relevant and material.
A Special Audit of each of the participating entities has been conducted as at April 30, 2026, being the Effective Date of the Scheme, and the Scheme has been prepared on the basis of such Special Audit. The Special Audit reports are available for inspection by the members/partners together with the other documents referred to in this Notice.
OTHER MATTERS:
Effect on Secured Creditors
The participating companies and G3 Homes LLP do not have any secured borrowings or secured creditors whose interests would be adversely affected by the implementation of the Scheme. Accordingly, the Scheme is not expected to have any adverse impact on the rights or interests of any secured creditor
.
Risk Factors
The principal risks associated with the implementation of the Scheme include the following:
The Scheme may not receive the requisite approval of the shareholders and/or partners of the participating entities.
The Scheme may not receive the sanction of the Honorable Lahore High Court, Lahore, or the approvals, consents or permissions required from the Securities and Exchange Commission of Pakistan or any other competent regulatory authority.
The proposed listing of G3 REIT Management Limited and the subsequent listing of the REIT Units may be subject to regulatory approvals and compliance with the applicable listing requirements of the Pakistan Stock Exchange Limited and other competent authorities, which may result in delays or modifications to the proposed implementation timetable.
The market price of the shares of Ghani Global Holdings Limited and, upon listing, G3 REIT Management Limited, or the market value of the REIT Units, may fluctuate due to prevailing market conditions, investor sentiment and other factors beyond the control of the participating entities.
Mitigating Factors
Until the Scheme becomes effective upon the sanction of the Honorable Lahore High Court, Lahore, each participating company and G3 Homes LLP shall continue to operate as an independent legal entity in the ordinary course of business.
The implementation of the Scheme has been structured in accordance with the Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022 and other applicable laws and remains subject to the requisite judicial and regulatory approvals.
The principal transactions contemplated under the Scheme comprise the transfer and vesting of the designated real estate assets and associated liabilities of G3 Homes LLP into G3 Properties (Private) Limited, together with the reconstitution, reconstruction and rationalization of the share capital, reserves and related equity
structure of the participating entities. The Scheme does not contemplate the acquisition of control of an independent competing undertaking through a commercial acquisition transaction. Accordingly, the management is of the view that the proposed restructuring constitutes a court-sanctioned internal corporate reorganization and does not attract the mandatory pre-merger approval requirements under the Competition Act, 2010. However, the participating entities shall comply with any directions or requirements of the Competition Commission of Pakistan, if so required.
Acquisition of Shares by Companies not Party to the Scheme
No acquisition or purchase of shares by any company or person not party to the Scheme is contemplated under the Scheme.
Effect on Employees and Employee Benefit Funds
The Scheme does not provide for the transfer of employees from any of the participating companies or G3 Homes LLP. Accordingly, the existing employment arrangements and employee benefit funds, if any, shall remain unaffected by the implementation of the Scheme.
Cost of the Scheme
All costs, charges, expenses and incidental outlays relating to the formulation, approval, sanction and implementation of the Scheme shall be borne by Ghani Global Holdings Limited, unless otherwise agreed by the participating entities.
Taxation
The participating entities are advised that the Scheme has been structured with the intention of qualifying for the applicable tax treatment under Section 97A of the Income Tax Ordinance, 2001, subject to fulfillment of the prescribed statutory conditions and the applicable provisions of law.
INTEREST OF DIRECTORS:
Certain directors of the participating entities hold direct and indirect interests in the Scheme by virtue of their existing positions and shareholding/partnership interests. In particular, Mr. Atique Ahmad Khan, Mr. Masroor Ahmad Khan and Mr. Hafiz Farooq Ahmad are:
Directors of Ghani Global Holdings Limited and G3 REIT Management Limited;the shareholders of G3 Properties (Private) Limited; and
the partners of G3 Homes LLP.
Accordingly, they may be regarded as interested in the Scheme to the extent of their respective shareholding and partnership interests in the participating entities and the consequential effects of the proposed restructuring.
In order to ensure good corporate governance and transparency, Mr. Atique Ahmad Khan, Mr. Masroor Ahmad Khan and Mr. Hafiz Farooq Ahmad abstained from participating in the deliberations and voting at the meetings of the Boards of Directors of Ghani Global Holdings Limited and G3 REIT Management Limited at which the Scheme and its submission for approval before the shareholders and the Honorable Lahore High Court, Lahore, were considered and approved. The remaining directors of the respective companies, being independent of such interests, considered and approved the Scheme in accordance with the applicable provisions of the Companies Act, 2017.
Except as disclosed above, no director of any participating company has any interest in the Scheme other than in his or her capacity as a director and/or shareholder of the relevant company.
Note:
The members/shareholders and partners (as the case maybe) are requested to read this Explanatory Statement together with the Scheme of Compromise, Arrangement and Reconstruction, including all Articles and Schedules annexed thereto, as the same forms an integral part of this Notice.
Unless otherwise defined herein, capitalized terms used in this Explanatory Statement shall have the meanings assigned to them in the Scheme.
19 NOTICE OF EXTRAORDINARY (SPECIAL) GENERAL MEETING
SCHEME OF COMPROMISE, ARRANGEMENT AND RECONSTRUCTION
BY AND BETWEEN
GHANI GLOBAL HOLDINGS LIMITED
(and its Members) and
G3 REIT MANAGEMENT LIMITED
(and its Members) and
G3 PROPERTIES (PRIVATE) LIMITED
(and its Members) and
G3 HOMES LLP
(and its Partners)
(in terms of Provisions of Sections 279 to 283 of the Companies Act, 2017
and the Real Estate Investment Trust Regulations, 2022 )
PREAMBLE
I. COMPANIES UNDER THE SCHEME:
GHANI GLOBAL HOLDINGS LIMITED (GGL)
Ghani Global Holdings Limited ("GGL" or the "Holding Company") is a public company limited by shares incorporated under the laws of Pakistan. The principal object of GGL, as set out in its Memorandum of Association, is to carry on the business of a holding and investment company and, inter alia, to acquire, subscribe for, hold, manage, administer, deal in, transfer, dispose of and otherwise invest in shares, stocks, securities, debentures and other financial interests in subsidiary companies, associated undertakings and other enterprises. GGL presently functions as the holding company of various subsidiary and associated entities within the Ghani Global Group and its principal activity is the management and administration of investments in its subsidiary and associated companies.
Corporate Information:
Incorporation Number - 0063479
Date of Incorporation - November 19, 2007
Date of Conversion - February 12, 2008 (into Public Limited)
Date of Listing - January 05, 2010
Trading Symbol at PSX - GGL
Market Price - PKR 19.14 per share (Closing - June 02, 2026)
Registered Address - 10-N, Model Town Extension, Lahore
External Auditors - ShineWing Hameed Chaudhri & Co. Chartered Accountants
Board of Directors
Name of Director
Position
Mr. Atique Ahmad Khan
Chairman / Director / Sponsor
Mr. Masroor Ahmad Khan
Chief Executive/ Director/ Sponsor
Mr. Umar Ahmad
Non-Executive Director/ Chairman
Ms. Saira Farooq
Non-Executive Director
Mr. Muhammad Hanif
Non-Executive Director
Mr. Mahmood Ahmed
Independent Director
Mr. Muhammad Sadish Siddique
Independent Director
Brief on Share Capital
Ordinary Shares
Class-B Tracking Shares
Authorized Share Capital
Nos.
400,000,000
20,000,000
Par / Nominal Value
PKR/Share
10.00
10.00
Issued Share Capital
Nos.
354,119,590
Nil
Pattern of Shareholding
Names
No. of Shares
Mr. Masroor Ahmad Khan
54,176,839
Mr. Atique Ahmad Khan
48,819,510
Mr. Hafiz Farooq Ahmad
51,093,082
Ms. Saira Farooq
8,602,709
Ms. Aeysha Masroor
8,045,588
Other Family Members
4,371
Ms. Rabia Attique
10,720,515
General Public/Others
172,656,976
Total
354,119,590
The shareholding base of GGL comprises a broad public participation. As of the Effective Date, the total number of shareholders of GGL is expected to be approximately 6,800 to 7,000 shareholders, reflecting a widely dispersed ownership structure and active participation by public investors.
The share capital of GGL will not be changed for the ordinary shares under the Scheme as described in Article-3.
However, the pattern of shareholding may be changed till the Sanction Date and thereafter.
Balance Sheet Position as on June 30, 2025 of GGL is as follows:
Assets
Non-current assets Intangible assets Long term investments
Current assets Stock-in-trade Trade debts
Advances and other receivables Trade deposits and prepayments Sales tax refundable
Prepaid tax levies Advance income tax Cash and bank balances
Total assets
PKR 000
70
3,580,641
3,580,711
60,551
111,427
202,460
1,344
2,976
3,504
38,048
20,277
440,587
4,021,298
Equity and liabilities Share capital and reserves
Authorized capital 4,200,000
Issued, subscribed and paid-up capital Unappropriated profit
3,541,197
Total equity
3,960,540
Current liabilities
Trade and other payables
24,271
Contract liabilities
3,540
Provision for tax levies
1,368
Taxation
30,737
Unclaimed dividend
842
60,758
Total Equity and Liabilities
4,021,298
419,343
Financial Information
Book value
PKR/Share
11.18
Current Ratio
times
7.25
Debt-Equity Ratio
times
0.02
G3 REIT MANAGEMENT LIMITED (G3RMC)
G3 REIT MANAGEMENT LIMITED ("G3RMC") was incorporated on April 14, 2026 as a Non-Bank Finance Company ("NBFC") under the applicable laws of Pakistan. The Company was granted permission by the Securities and Exchange Commission of Pakistan ("SECP") on March 03, 2026 to undertake the business of a REIT Management Company.
The principal object of G3RMC is to carry on all or any of the businesses permissible under the category of "REIT Management Services" in accordance with the Real Estate Investment Trust Regulations, 2022 and other applicable laws and regulations.
G3RMC has submitted its application to the SECP for the grant of a REIT Management Services Licence and is presently in the process of completing the applicable regulatory formalities. The management reasonably expects that the requisite licence shall be granted by the SECP in due course, subject to compliance with the applicable regulatory requirements. As of the date of this Scheme, G3RMC is a wholly-owned subsidiary of Ghani Global Holdings Limited ("GGL"), which holds the entire issued and paid-up share capital of G3RMC. Pursuant to and in accordance with the terms of this Scheme, the shareholding of GGL in G3RMC shall be distributed and vested directly in the shareholders of GGL in the manner provided herein, resulting in G3RMC ceasing to be a wholly-owned subsidiary of GGL upon the Scheme becoming effective.
I. Corporate Information:
Incorporation Number - 0332991
Date of Incorporation - April 14, 2026
Listing Status - Unlisted Public Limited Company
Registered Address - 10-N, Model Town Extension, Lahore
External Auditors - Ilyas Saeed & Co., Chartered Accountants
Board of Directors
Name of Director
Position
Mr. Atique Ahmad Khan
Director / Sponsor
Mr. Masroor Ahmad Khan
Chairman/ Director/ Sponsor
Mr. Hafiz Farooq Ahmad
Director / Sponsor
Ms. Saira Farooq
Female Director
Ms. Aleena Atique
Female Director
Mr. Mahmood Ahmed
Independent Director
Mr. Sheikh Muhammad Saleem Ahsan
Independent Director
Mr. Muhammad Danish Siddique
Chief Executive Officer
Brief on Share Capital
Authorized Share Capital
Nos.
5,000,000
Par / Nominal Value
PKR/Share
10.00
Issued Share Capital
Nos.
5,000,000
Pattern of Shareholding
Name
Shares
Ghani Global Holdings Limited
4,999,993
Mr. Masroor Ahmad Khan
1
Mr. Atique Ahmad Khan
3
Mr. Hafiz Farooq Ahmad
1
Ms. Aleena Atique
1
Ms. Saira Farooq
1
Total
5,000,000
The total number of shareholders of G3RMC as of the Effective Date is 06.
The share capital of G3RMC will not be changed for the ordinary shares under the Scheme as described in Article-3. However, the pattern of shareholding may be changed till the Sanction Date and thereafter.
Balance Sheet Position of G3RMC as on April 22, 2026 (Subscription Date) is as follows:
Assets PKR 000
Cash and bank balances
5,000,000
5,000,000
Share capital and reserves
Authorized share capital
5,000,000
Issued, subscribed and paid-up capital
5,000,000
5,000,000
G3 PROPERTIES (PRIVATE) LIMITED (G3-SPV)
G3 Properties (Private) Limited ("G3-SPV") was incorporated on May 29, 2020 under the laws of Pakistan as A-One Batteries (Private) Limited. Subsequently, the name of the Company was changed to G3 Properties (Private) Limited on October 09, 2025.
At present, the Company is not carrying on any material business operations and has been designated to function as the Special Purpose Vehicle ("SPV") for the purposes of the proposed Real Estate Investment Trust ("REIT") structure contemplated under this Scheme.
Pursuant to and in accordance with the terms of this Scheme, the shareholding structure and share capital of G3-SPV shall be reconstituted, reconstructed, issued, allotted, adjusted and/or otherwise reorganized in the manner set out herein. Following the Scheme becoming effective, the shareholding of G3-SPV shall stand modified in accordance with the provisions of this Scheme and the applicable requirements of the Real Estate Investment Trust Regulations, 2022.
Corporate Information:
Incorporation Number
Date of Incorporation
Status
Registered Address
External Auditors
Board of Directors
- 0151453
- May 29, 2020
Private Limited Company
10-N, Model Town Extension, Lahore
Javed Chaudhry & Co., Chartered Accountants
Name of Director
Position
Mr. Atique Ahmad Khan
Chief Executive/ Director / Sponsor
Mr. Masroor Ahmad Khan
Chairman/ Director/ Sponsor
Mr. Hafiz Farooq Ahmad
Director / Sponsor
Brief on Share Capital
Authorized Share Capital
Nos.
10,000
Par / Nominal Value
PKR/Share
10.00
Issued Share Capital
Nos.
2,500
Pattern of Shareholding
Name
Shares
Mr. Masroor Ahmad Khan
834
Mr. Atique Ahmad Khan
833
Mr. Hafiz Farooq Ahmad
833
Total
2,500
The total number of shareholders of G3RMC as of the Effective Date is 03.
The share capital of G3-SPV will not be changed for the ordinary shares under the Scheme as described in Article-3. However, the pattern of shareholding may be changed till the Sanction Date and thereafter.
Balance Sheet Position of G3-SPV as on June 30, 2025 is as follows.
PKR
Current assets
Advance income tax 24
Cash and bank balances 25,082
25,106
Authorized capital
100,000
Issued, subscribed and paid-up capital
25,000
Loan from directors
97,052
Unappropriated profit
(157,321)
Total equity
(35,269)
Current liabilities
Trade and other payables
60,375
Total Equity and Liabilities
25,106
Equity and liabilities Share capital and reserves
G3 HOMES LLP (G3-LLP)
G3 HOMES LLP ("G3-LLP") was incorporated on February 26, 2026 under the Limited Liability Partnership Act, 2017 ("LLP Act") and is a body corporate having perpetual succession and a legal personality separate from its partners. The principal business of G3-LLP is to acquire, purchase, lease, hold, develop, construct, manage, sell, rent, operate and otherwise deal in land, plots, real estate, immovable properties and interests therein, and to undertake residential, commercial, industrial, mixed-use and other real estate development projects.
For the purposes of this Scheme, G3 Homes LLP ("G3-LLP") is a body corporate having perpetual succession and a legal personality separate from its partners under the Limited Liability Partnership Act, 2017 and is capable of owning, holding, transferring and dealing with assets, rights, liabilities and undertakings in its own name. The Limited Liability Partnership Act, 2017 contemplates compromise, arrangement and reconstruction of limited liability partnerships and further provides for the application of company law to LLPs where appropriate. Accordingly, G3-LLP is competent to participate in and implement the restructuring, transfer and vesting arrangements contemplated by this Scheme.
In terms of Section 282 of the Companies Act, 2017, the expression "transferor company" includes any body corporate, whether a company within the meaning of the Companies Act, 2017 or not. Accordingly, G3-LLP shall, for the purposes of this Scheme, act as the transferor body corporate in respect of the Designated Real Estate Assets together with all associated liabilities, rights, obligations, interests and undertakings proposed to be transferred, assigned and vested in G3 Properties (Private) Limited ("G3-SPV") pursuant to and in accordance with this Scheme.
Corporate Information:
Incorporation Number -
Date of Incorporation -
Status -
Registered Address -
External Auditors -
Partners
Mr. Atique Ahmad Khan
0328324
February 26, 2026 Limited Liability Partnership
10-N, Model Town Extension, Lahore
Javed Chaudhry & Co., Chartered Accountants
Mr. Masroor Ahmad Khan
Mr. Hafiz Farooq Ahmad
The total number of partners of G3-LLP as of the Effective Date is 03.
The Partnership Interest of G3-LLP will not be changed for the ordinary shares under the Scheme as described in Article-3.
Balance Sheet Position of G3-LLP as on incorporation date is as follows:
PKR 000
Operating assets
255,303,350
255,303,350
Partners' equity
255,303,350
CURRENT AND PROPOSED STATUS OF THE COMPANIES/BODY CORPORATE
Current Status
G3 REIT Management Limited ("G3RMC") is presently a wholly-owned subsidiary of Ghani Global Holdings Limited ("GGL").
G3 Properties (Private) Limited ("G3-SPV") is presently a dormant company.
The designated real estate assets proposed to form part of the contemplated REIT structure are presently vested in and owned by G3 Homes LLP ("G3-LLP").
GGL is a public listed company quoted on the Main Board of the Pakistan Stock Exchange Limited ("PSX") under the trading symbol "GGL".
The public/free-float shareholding of GGL constitutes approximately fifty percent (50%) of its issued share capital, reflecting a broad and diversified public shareholder base comprising approximately 6,800 to 7,000 shareholders.
Proposed Status
Upon the Scheme becoming effective, G3RMC shall cease to be a subsidiary of GGL and its shareholding shall stand reconstituted in the manner provided in this Scheme.
The Designated Real Estate Assets presently vested in G3-LLP shall be transferred, vested, assigned, conveyed or otherwise made available to G3-SPV either through an irrevocable long-term lease arrangement or through transfer of freehold ownership/title, together with all associated legal, equitable, beneficial, and possessory and development rights, as may be determined in accordance with this Scheme.
The final mode of transfer, whether by way of long-term leasehold arrangement or freehold transfer, shall be determined by the Board of Directors of GGL in consultation with the partners of G3-LLP, having regard to applicable laws, regulatory requirements, stamp duty, tax incidence, transfer costs, title considerations and overall commercial feasibility.
In the event the freehold ownership/title of the Designated Real Estate Assets is transferred to G3-SPV and no residual undertaking, asset or liability remains with G3-LLP, G3-LLP may, subject to applicable law and regulatory formalities, stand dissolved or cease to exist without winding up, in the manner contemplated under this Scheme and as may be sanctioned by the Honourable Court.
G3RMC shall, subject to completion of all applicable regulatory requirements and approvals, be listed on the Main Board of the Pakistan Stock Exchange Limited ("PSX").
Additional shares of GGL, G3RMC and G3-SPV shall be issued, allotted, transferred, adjusted and/or distributed under this Scheme to the shareholders of GGL, the partners of G3-LLP, GGL and/or G3RMC, as the case may be, in the manner set out in this Scheme.
The shares of G3-SPV issued or allotted to the partners of G3-LLP pursuant to this Scheme may also be distributed, transferred or vested in favour of the shareholders of GGL in the manner and ratio provided in this Scheme.
Prior to listing and implementation of the Scheme, G3RMC shall ensure compliance with the applicable requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019, as amended from time to time, and all other applicable requirements of SECP, PSX and any other competent authority.
Upon the Scheme becoming effective, G3-SPV shall function as the Special Purpose Vehicle ("SPV") for the proposed REIT Scheme in accordance with the Real Estate Investment Trust Regulations, 2022.
OBJECTIVES AND BENEFITS OF THE SCHEME:
Objective of the Scheme:
The principal objectives of this Scheme are as follows:
To transfer and vest the designated real estate assets, together with the associated rights, interests, obligations and undertakings, from G3 Homes LLP ("G3-LLP") to G3 Properties (Private) Limited ("G3-SPV") in the manner provided in this Scheme;
To distribute, transfer and vest the shares of G3 REIT Management Limited ("G3RMC") held by Ghani Global Holdings Limited ("GGL") directly in favour of the shareholders of GGL in accordance with the terms of this Scheme;
To issue and allot shares of G3-SPV to the partners of G3-LLP in consideration of the transfer and vesting of the designated real estate assets and related rights;
To issue and allot shares of G3 REIT Management Limited ("G3RMC") to the shareholders of Ghani Global Holdings Limited ("GGL");
To issue and allot shares of GGL to G3RMC in accordance with the terms of this Scheme;
To issue and allot shares of G3-SPV to G3RMC in accordance with the terms of this Scheme;
To issue and allot shares of G3RMC to the partners of G3-LLP in the manner set out herein;
To issue and allot shares of GGL to the partners of G3-LLP in accordance with the terms of this Scheme;
I)To issue and allot shares of G3-SPV to GGL in the manner contemplated by this Scheme;
To facilitate the transfer, distribution and vesting of shares of G3-SPV by the partners of G3-LLP in favour of the shareholders of GGL in accordance with the terms of this Scheme;
To facilitate the listing of G3RMC on the Main Board of the Pakistan Stock Exchange Limited ("PSX"), subject to the fulfilment of applicable regulatory requirements;
To establish and designate G3-SPV as the Special Purpose Vehicle ("SPV") for the proposed Real Estate Investment Trust ("REIT") structure in accordance with the Real Estate Investment Trust Regulations, 2022;
To reduce the face value (par value) of the ordinary shares of G3-SPV from PKR 10 (Rupees Ten) per ordinary share to PKR 7 (Rupees Seven) per ordinary share and to undertake such consequential adjustments to the share capital of G3-SPV as may be required for the purposes of implementing this Scheme;
To alter, amend and reconstitute the principal line of business and objects of G3-SPV so as to align the same with its intended role and operations as a Special Purpose Vehicle under the proposed REIT structure, including the amendment, substitution and/or reclassification of the relevant provisions of its Memorandum of Association, including Clause 3(i) thereof, in the manner provided in this Scheme;
To enable the shares of G3-SPV to be held, directly or indirectly, by the shareholders of GGL, including a substantial number of public shareholders, and to facilitate the subsequent exchange, conversion or representation of such interests through units of the proposed REIT Scheme in accordance with the Real Estate Investment Trust Regulations, 2022;
To ensure that the proposed REIT Units represent substantially the same underlying economic, beneficial and ownership interests already vested in and distributed amongst the shareholders of Ghani Global Holdings Limited ("GGL") pursuant to and in accordance with this Court-sanctioned Scheme, and that the issuance, allotment, exchange, conversion and distribution of such REIT Units constitute a continuation, representation and restructuring of existing ownership interests and not a fresh raising of capital, invitation to subscribe, offer for sale, solicitation of investment or public offering of securities.
To facilitate the exchange, conversion or replacement of the shares of G3 Properties (Private) Limited ("G3-SPV") held by the shareholders thereof with REIT Units on a one-for-one basis, or such other basis as may be approved by the Securities and Exchange Commission of Pakistan ("SECP"), such that the shareholders shall continue to hold substantially the same proportional economic and beneficial interests in the underlying assets through REIT Units as they previously held through shares of G3-SPV.
To facilitate the listing and admission to trading of the REIT Units on the Pakistan Stock Exchange Limited ("PSX") as a consequence of the implementation of this Scheme, the establishment of the REIT Scheme and the conversion of pre-existing ownership interests already vested in the shareholders pursuant to this Scheme, and not as a consequence of any fresh issuance of securities to the public, public subscription process or capital raising exercise, subject to such approvals, exemptions, waivers, dispensations, relaxations, modifications or directions as may be granted by the SECP, PSX or any other competent authority.
To implement the issuance, allotment, exchange, conversion, distribution, admission, quotation and listing of the shares and REIT Units contemplated herein in accordance with the Companies Act, 2017, the Real Estate Investment Trust Regulations, 2022, the applicable regulations of the Pakistan Stock Exchange Limited and such approvals, exemptions, waivers, dispensations, relaxations or directions as may be granted by the SECP, the Pakistan Stock Exchange Limited or any other competent authority.
Benefits and Rational of the Scheme:
Upon implementation of the Scheme and subject to the fulfilment of applicable regulatory requirements, G3 REIT Management Limited ("G3RMC") is intended to become a listed company on the Pakistan Stock Exchange Limited ("PSX"), thereby providing the shareholders of Ghani Global Holdings Limited ("GGL") with an additional listed security, enhanced market visibility, improved access to capital markets and a transparent, regulated trading platform supported by an appropriate public free float.
Pursuant to this Scheme, the shareholders of GGL are intended to acquire, directly or indirectly, an economic interest in G3-SPV, which may subsequently be represented through units of the proposed REIT Scheme in accordance with the Real Estate Investment Trust Regulations, 2022. Such REIT Units are intended to be listed directly on the Pakistan Stock Exchange Limited ("PSX"), subject to applicable approvals and regulatory requirements, following the exchange, conversion or representation of the pre-existing ownership interests of the shareholders in G3-SPV into REIT Units. The proposed listing is intended to facilitate trading and liquidity of interests already vested in the shareholders pursuant to this Scheme and is not intended to constitute a fresh public offering, public subscription or capital raising exercise.
GGL shall acquire shareholding interests in G3RMC and G3-SPV (and, where applicable, the economic interests represented by REIT Units), thereby strengthening its strategic participation in the proposed REIT structure.
G3RMC shall acquire shareholding interests in GGL and G3-SPV (and, where applicable, the economic interests represented by REIT Units), thereby aligning the interests of the REIT Management Company with the underlying assets and stakeholders of the proposed REIT structure.
The Scheme is intended to facilitate the establishment and implementation of a REIT structure in accordance with the Real Estate Investment Trust Regulations, 2022. The proposed structure is expected to provide an institutional platform for real estate development, ownership, management and monetization of real estate assets.
The proposed REIT structure is intended to create a framework capable of generating recurring rental income, development income and potential capital appreciation from underlying real estate assets, subject to market conditions and operational performance.
The Scheme is expected to enhance transparency, governance, regulatory oversight and asset segregation through the adoption of a dedicated REIT structure comprising a REIT Management Company and a Special Purpose Vehicle.
The Scheme is expected to improve the marketability, liquidity and investability of the underlying real estate assets by transforming relatively illiquid real estate holdings into tradable securities and/or REIT Units held through a regulated capital market framework.
I) The Scheme is intended to broaden investor participation by enabling existing shareholders of GGL to participate in the economic benefits of the underlying real estate assets through a transparent and regulated investment structure.
The Scheme is expected to facilitate future capital formation and expansion opportunities for the proposed REIT structure through improved access to equity and capital markets, subject to applicable laws and regulatory approvals.
The Scheme is expected to unlock and crystallize the value of the real estate assets underlying the proposed REIT structure by separating such assets into a dedicated and transparent investment platform, thereby enabling the shareholders of GGL to participate more directly in the value creation, income generation and potential capital appreciation attributable to such assets.
The Scheme is intended to enhance shareholder value by providing the shareholders of GGL with direct or indirect ownership interests in multiple specialized entities operating within the proposed REIT structure, including G3RMC and G3-SPV (and, where applicable, the economic interests represented by REIT Units), thereby creating a more focused, transparent and potentially value-accretive corporate structure.
Financial Analysis - before and after the Scheme
Particulars | Unit | GGL (Before) | GGL (After) | G3-SPV (Before) | G3-SPV (After) | G3RMC (Before) | G3RMC (Before) |
AUTHORIZED CAPITAL | |||||||
Ordinary Shares | Nos. | 400,000,000 | 500,000,000 | 10,000 | 514,285,714 | 5,000,000 | 250,000,000 |
Class-B Tracking Shares | Nos. | 20,000,000 | 20,000,000 | - | - | - | - |
PAR / NOMINAL VALUE | |||||||
Ordinary Shares | PKR/Share | 10.00 | 10.00 | 10.00 | 7.00 | 10.00 | 10.00 |
Class-B Tracking Shares | PKR/Share | 10.00 | 10.00 | - | - | - | - |
ISSUED CAPITAL | |||||||
Ordinary Shares | Nos. | 354,119,590 | 489,119,590 | 2,500 | 507,259,860 | 5,000,000 | 248,550,000 |
Book Value (Including Loans from Directors) | PKR/Share | 11.35 | 10.46 | 19.65 | 7.00 | 9.86 | 10.00 |
Current Ratio | Times | 14.37 | 14.37 | N/A | 0.24 | 66.81 | 66.81 |
Debt-Equity Ratio | Times | 0.02 | 0.01 | 0.00 | 0.00 | 0.02 | 0.00 |
Notes:
The above financial information reflects the estimated position of GGL, G3-SPV and G3RMC upon implementation of the Scheme based on the assumptions, share issuances, allotments, transfers, capital reorganizations and other transactions contemplated herein.
The figures presented under the heading "After" are illustrative and have been prepared solely for the purposes of demonstrating the expected financial and capital structure effects of the Scheme. The final figures may vary upon completion of the Scheme, regulatory approvals, accounting adjustments, valuation updates, audit procedures and implementation mechanics.
The Book Value per Share, Current Ratio and Debt-Equity Ratio have been computed on the basis of the assumptions adopted for the purposes of this Scheme and are subject to change as a result of final accounting entries, fair value adjustments, regulatory requirements and other implementation-related adjustments.
Any variation in the number of shares, pattern of shareholding, capital structure, reserves, assets, liabilities, valuations or other financial information occurring between the Effective Date, the Sanction Date and the Completion Date shall not invalidate or prejudice the implementation of this Scheme and appropriate consequential adjustments may be made by the respective Boards of Directors in accordance with the terms of this Scheme.
The financial effects reflected above should be read together with the provisions of this Scheme, the relevant valuation reports, audited financial statements, supplementary audited financial statements, and such approvals, exemptions, directions or conditions as may be issued by the Court, the SECP, the Pakistan Stock Exchange Limited or any other competent authority.
ARTICLE - 1 - DEFINITIONS
In this Scheme of Arrangement (including the preamble hereto), unless the subject or context otherwise requires, the following expressions shall bear the meanings specified against them below:
"Act" means the Companies Act, 2017;
"CDC" means Central Depository Company of Pakistan Limited;
"Commission" means the Securities and Exchange Commission of Pakistan (or the "SECP") including its regional offices;
"Completion" or "Completion Date" means the date on which all acts, filings, transfers, issuances, allotments, registrations, approvals and other matters contemplated by this Scheme have been completed or substantially completed, and the Scheme has been fully implemented in accordance with its terms;
"Court" means the Lahore High Court, Lahore or any other court of competent jurisdiction for the time being having jurisdiction under Sections 279 to 283 of the Companies Act, 2017 in connection with this Scheme;
"Designated Real Estate Assets" means the lands, plots, real estate projects, immovable properties, development rights, leasehold interests, freehold interests and other assets, rights and interests identified in this Scheme or approved by the Board of Directors of GGL and the partners of G3-LLP for transfer and vesting in G3-SPV pursuant to this Scheme.
"Effective Date" means 24:00 hours on April 30, 2026, being the date from which the transactions, transfers, vesting, rights, obligations and adjustments contemplated by this Scheme shall be deemed to take effect for accounting, legal and operational purposes, or such other date as may be approved by the Court;
"GGL" means Ghani Global Holding Limited incorporated under Companies Ordinance, 1984;
"G3RMC" means G3 REIT Management Limited, a Non-Bank Finance Company incorporated under the Companies Act, 2017 and permitted by the Securities and Exchange Commission of Pakistan to undertake REIT Management Services in accordance with the applicable laws and the REIT Regulations;
"G3-SPV" means G3 Properties (Private) Limited incorporated under the Companies Act, 2017;
"G3-LLP" means G3 Homes LLP incorporated under the Limited Liability Partnership Act, 2017;
"NCCPL" means National Clearing Company of Pakistan Limited;
"PSX" means Pakistan Stock Exchange Limited;
"Rs." or "PKR" shall mean "Rupees", being the legal tender money of Pakistan;
"Real Estate Interests" means all rights, title, interests and benefits whatsoever of G3-LLP in and relating to the Designated Real Estate Assets proposed to be transferred, vested, assigned, conveyed or otherwise made available to G3-SPV pursuant to this Scheme, including, without limitation, freehold ownership rights, leasehold rights, development rights, possessory rights, beneficial interests, easements, licenses, approvals, entitlements and all associated legal, equitable, beneficial and proprietary interests of whatsoever nature, whether present, future, vested, contingent or otherwise, together with all rights incidental or appurtenant thereto.
"REIT Regulations" means Real Estate Investment Trust Regulations, 2022;
"REIT Scheme" means the proposed Real Estate Investment Trust scheme to be established, registered, authorized and operated in accordance with the Real Estate Investment Trust Regulations, 2022, utilizing G3 REIT Management Limited ("G3RMC") as the REIT Management Company and G3 Properties (Private) Limited ("G3-SPV") as the Special Purpose Vehicle, and comprising the Designated Real Estate Assets and Real Estate Interests transferred pursuant to this Scheme, together with any units, rights, interests, assets, undertakings, arrangements, amendments, modifications or restructuring thereof as may be approved by the Securities and Exchange Commission of Pakistan or any other competent authority.
"Sanction Date" means the date on which the Honourable Lahore High Court sanctions this Scheme under Sections 279 to 283 of the Companies Act, 2017 or any modification thereof.;
"Scheme" means this Scheme of Arrangement in its present form, with any modification thereof or addition hereto, as approved by the Court and/or the Securities and Exchange Commission of Pakistan and/or the general meeting of members of the respective companies;
"SECP" means the Securities and Exchange Commission of Pakistan.
The headings and marginal notes are inserted for convenience and shall not affect the construction of this Scheme.
ARTICLE - 2 - THE SCHEME OF ARRANGEMENT & RECONSTRUCTION
THE SCHEME
This Scheme of Arrangement is being formulated and proposed pursuant to the provisions of Sections 279 to 283 of the Companies Act, 2017 and all other enabling provisions of law for the purpose of implementing the transactions, restructuring arrangements, transfers, vesting, issuances, distributions and corporate actions contemplated herein, including the establishment of a Real Estate Investment Trust ("REIT") structure comprising G3 REIT Management Limited ("G3RMC") as the REIT Management Company and G3 Properties (Private) Limited ("G3-SPV") as the Special Purpose Vehicle.
Without prejudice to the generality of the foregoing, the principal transactions contemplated by this Scheme shall include the following:
The transfer, assignment, conveyance and vesting of the Real Estate Interests from G3 Homes LLP ("G3-LLP") to G3-SPV at fair value, together with all associated legal, equitable, beneficial, possessory and development rights relating thereto, in consideration of the issuance and allotment of shares of G3-SPV and such other consideration as may be provided in this Scheme.
The transfer and vesting of the Real Estate Interests may be effected through the transfer of freehold ownership rights, long-term leasehold rights, or such combination thereof as may be determined by the Board of Directors of GGL in consultation with the partners of G3-LLP, having regard to legal, commercial, taxation, regulatory and operational considerations.
The partnership equity, capital contribution and ownership interests of the partners of G3-LLP for the purposes of this Scheme shall be determined with reference to the Effective Date. Any capital contribution, funding, advance, loan, asset contribution, expenditure or financial support provided by any partner to G3-LLP after the Effective Date shall not affect the determination of the partnership equity, ownership interests, share issuance ratios, share distribution ratios or consideration mechanisms contemplated by this Scheme. Any such post-Effective Date contribution, funding, advance or financial support shall be treated as a liability, payable or obligation of G3-LLP owing to the relevant partner and shall, upon implementation of this Scheme, stand transferred, assigned and vested in G3-SPV together with the Designated Real Estate Assets and the related undertaking, irrespective of whether the Real Estate Interests are transferred through a freehold arrangement, a leasehold arrangement or a combination thereof.
Certain Designated Real Estate Assets may be registered, recorded or reflected in the names of one or more partners of G3-LLP. However, such assets have been contributed, introduced, made available or otherwise placed at the disposal of G3-LLP by the relevant partners in accordance with the Limited Liability Partnership Act, 2017, the LLP Agreement and the applicable arrangements governing G3-LLP and accordingly form part of the property, assets, undertaking and Real Estate Interests of G3-LLP for the purposes of this Scheme. To the extent that any such Designated Real Estate Assets constitute the property, capital, undertaking or beneficial assets of G3-LLP, the same shall be treated as forming part of the undertaking proposed to be transferred and vested in G3 Properties (Private) Limited ("G3-SPV") pursuant to this Scheme, notwithstanding that the legal title or registration thereof may stand in the name of one or more partners. Any deed, conveyance, assignment, transfer instrument, mutation or other document executed by the registered partner or partners in connection with such assets shall be deemed to be executed solely for the purpose of perfecting, recording or implementing the transfer of the undertaking of G3-LLP to G3-SPV contemplated by this Scheme and shall not be construed as a separate or independent transfer transaction.
In the event that the transfer of the Real Estate Interests is implemented through a freehold transfer arrangement, any conveyance, transfer deed, assignment, mutation, registration, confirmation, declaration or other instrument executed by the registered partner or partners in whose name the relevant Designated Real Estate Asset is recorded shall be deemed to be executed solely for the purpose of perfecting, recording or implementing the transfer contemplated by this Scheme and shall be treated as giving effect to the transfer of the undertaking of G3-LLP to G3-SPV pursuant to this Scheme. Accordingly, such execution by the registered partner or partners shall not be construed as a separate commercial transaction independent of this Scheme but shall be regarded as an act ancillary and incidental to the transfer and vesting of the undertaking, Real Estate Interests and Designated Real Estate Assets of G3-LLP in G3-SPV contemplated herein.
In the event that all Real Estate Interests and substantially all assets, liabilities, rights, obligations and undertakings of G3-LLP are transferred and vested in G3-SPV through a freehold transfer arrangement and no material asset, liability or undertaking remains vested in G3-LLP, the partners of G3-LLP may resolve that G3-LLP shall stand dissolved, terminated or otherwise cease to exist without winding up, subject to applicable law, regulatory requirements and the sanction of the honorable Court.
The shares presently held by GGL in G3RMC shall be distributed, transferred and vested in favour of the shareholders of GGL in accordance with the terms of this Scheme.
Subject to the terms and conditions of this Scheme, the following shares shall be issued, allotted, transferred, distributed or otherwise vested:
143,550,000 ordinary shares of G3RMC to the shareholders of GGL;
75,000,000 ordinary shares of GGL to G3RMC;
100,000,000 ordinary shares of G3-SPV to G3RMC;
100,000,000 ordinary shares of G3RMC to the partners of G3-LLP;
60,000,000 ordinary shares of GGL to the partners of G3-LLP;
114,840,000 ordinary shares of G3-SPV to GGL;
292,417,360 ordinary shares of G3-SPV to the partners of G3-LLP as consideration for the transfer and vesting of the Real Estate Interests; and
Distribution of 180,000,000 ordinary shares of G3-SPV by the partners of G3-LLP in favour of the shareholders of GGL in the manner provided in this Scheme.
The existing 5,000,000 ordinary shares of G3RMC held by GGL shall be distributed and vested in favour of the shareholders of GGL in accordance with their respective entitlements under this Scheme.
The face value of the ordinary shares of G3-SPV shall be reduced and reorganized from PKR 10 per ordinary share to PKR 7 per ordinary share in the manner provided in this Scheme.
G3RMC shall seek listing on the Main Board of the Pakistan Stock Exchange Limited ("PSX"), subject to the fulfilment of all applicable regulatory requirements.
G3-SPV shall be designated and operated as the Special Purpose Vehicle ("SPV") for the proposed REIT Scheme in accordance with the REIT Regulations.
Upon implementation of the REIT Scheme, the shares of G3-SPV may be exchanged, converted or otherwise represented by REIT Units in accordance with the REIT Regulations and the terms of this Scheme.
All assets, rights, titles, interests, approvals, licenses, permits, contracts, leases, easements, utilities connections, deposits, security deposits, development rights, municipal rights, receivables, records and other rights and benefits forming part of the Real Estate Interests shall, to the extent permissible under applicable law, be deemed transferred, assigned and vested in G3-SPV without any further act, deed or instrument.
It is the intention of the Parties that the transfers, vesting, issuances, allotments and distributions contemplated by this Scheme shall be implemented in a tax-efficient manner and, to the fullest extent permissible under applicable law, without the imposition of stamp duties, registration charges, advance taxes, withholding taxes, capital gains taxes, transfer taxes or similar levies. The Parties shall be entitled to seek and obtain such exemptions, waivers, concessions, reliefs, dispensations and approvals as may be available under applicable laws or as may be granted by the Court, the SECP, the Federal Board of Revenue, provincial authorities or any other competent authority.
AMENDMENT OF CLAUSE 3(I) OF THE MEMORANDUM OF ASSOCIATION OF G3-SPV
Upon the Scheme becoming effective, Clause 3(i) of the Memorandum of Association of G3 Properties (Private) Limited ("G3-SPV") shall stand substituted and replaced in its entirety with the following:
"3(i) The principal line of business of the Company shall be to acquire, purchase, own, hold, lease, develop, construct, improve, manage, operate, market, sell, transfer and otherwise deal in real estate, immovable property and interests therein, including residential, commercial, industrial, mixed-use and hospitality projects, and to derive income therefrom through rentals, leases, development activities, management services, sale proceeds, capital appreciation, capital gains and other lawful means incidental thereto. The Company may act as a Special Purpose Vehicle in connection with any Real Estate Investment Trust, collective investment scheme or similar structure established in accordance with the applicable laws and regulations. Provided that the Company shall not undertake any business prohibited by law and shall not invite or accept deposits from the public except as may be expressly permitted under the applicable laws and regulations."
CONSEQUENTIAL AMENDMENTS TO CONSTITUTIONAL DOCUMENTS AND AUTHORIZED SHARE CAPITAL
Upon the Scheme becoming effective, the authorized share capital of GGL, G3RMC and G3-SPV shall stand altered, reclassified, increased, reduced, reorganized or otherwise amended in the manner provided in Article 3 of this Scheme and the respective Memoranda of Association and Articles of Association of the relevant entities shall stand amended accordingly without any further act, deed or approval, save as may be required under applicable law.
The Boards of Directors of GGL, G3RMC and G3-SPV are hereby authorized and empowered to take all such actions and execute all such documents, filings, applications, returns, resolutions and instruments as may be necessary or expedient for giving full effect to the alterations of the authorized share capital and the consequential amendments to the Memoranda of Association and Articles of Association contemplated by this Scheme.
Without prejudice to the generality of the foregoing, the respective Boards of Directors are further authorized and empowered to make, approve, adopt and implement such modifications, amendments, additions, deletions, substitutions, reclassifications, renumbering, consequential changes and drafting adjustments to the Memoranda of Association, Articles of Association and other constitutional documents of the relevant entities as may be required, directed, approved, suggested or considered necessary by the Honourable Court, the Securities and Exchange Commission of Pakistan, the Registrar of Companies, the Pakistan Stock Exchange Limited, the Central Depository Company of Pakistan Limited, the National Clearing Company of Pakistan Limited or any other governmental, judicial, regulatory or statutory authority in connection with the implementation, registration, effectiveness or operation of this Scheme. Any such modification, amendment or consequential adjustment made in good faith for the purpose of implementing this Scheme shall be deemed to form part of and be authorized by this Scheme without requiring any separate approval of the members, shareholders or partners, except where expressly required by applicable law.
CONDUCT OF BUSINESS BY THE PARTIES TILL THE COMPLETION DATE
From the Effective Date until the Completion Date, each of GGL, G3RMC, G3-SPV and G3-LLP shall carry on and conduct its business, affairs and operations in the ordinary course of business and shall use all reasonable efforts to preserve, maintain and protect its assets, properties, rights, licences, approvals, undertakings, contractual arrangements and business relationships.
Without prejudice to the generality of the foregoing, G3-LLP shall continue to hold, maintain, preserve and manage the Real Estate Interests, the Designated Real Estate Assets and the related undertaking in the ordinary course of business and shall not, except with the prior written approval of GGL or where required by law:
sell, transfer, alienate, mortgage, charge, encumber or otherwise dispose of any material part of the Real Estate Interests or Designated Real Estate Assets;
create any material third-party rights, encumbrances or interests over the Designated Real Estate Assets;
undertake any action which may materially impair, diminish or adversely affect the value, title, development potential or marketability of the Designated Real Estate Assets proposed to be transferred pursuant to this Scheme.
From the Effective Date until the Completion Date, the Real Estate Interests, Designated Real Estate Assets and the related undertaking of G3-LLP shall be managed and maintained for the benefit of and with a view toward their eventual transfer, vesting and integration into the proposed REIT structure contemplated by this Scheme.
G3RMC shall continue to undertake and complete all actions necessary for obtaining, maintaining and preserving the approvals, permissions, registrations, licences and regulatory clearances required for carrying on REIT Management Services and for the implementation of the proposed REIT structure contemplated by this Scheme.
G3RMC shall use its best efforts to obtain the REIT Management Services Licence and all related approvals from the Securities and Exchange Commission of Pakistan and any other competent authority and shall take all necessary actions to satisfy the applicable regulatory requirements for its proposed listing and operation as a REIT Management Company. Notwithstanding the foregoing, in the event that the REIT Management Services Licence is not granted, is delayed, is refused, is surrendered, or the Board of Directors of Ghani Global Holdings Limited ("GGL"), in consultation with G3RMC and G3 Properties (Private) Limited ("G3-SPV"), determines that the proposed REIT structure is not commercially, legally or regulatorily feasible or desirable, the Parties may elect not to proceed with the establishment of the REIT Scheme. In such event, G3-SPV may be converted from a private limited company into a public limited company and may seek direct listing on the Main Board of the Pakistan Stock Exchange Limited ("PSX") pursuant to and in implementation of this Scheme, subject to applicable laws, regulations and approvals. For the purposes of such listing, the opening, reference or commencement trading price of the shares of G3-SPV shall be its face/par value per share, subject to the applicable regulations, procedures and requirements of PSX, NCCPL, CDC, SECP and other competent authorities.
However, notwithstanding the non-grant, delay, refusal, surrender or discontinuation of the REIT Management Services Licence, G3RMC may, subject to applicable laws and approvals, continue its operations as a public limited company outside the regulatory framework applicable to Non-Banking Finance Companies and REIT Management Companies. For such purpose, G3RMC may undertake such corporate actions as may be necessary, including the change of its name, amendment of its Memorandum and Articles of Association, alteration of its principal line of business and objects clause, and compliance with all applicable legal and regulatory requirements, in order to carry on such business activities as may be approved by its Board of Directors and shareholders.
In such event, all references in this Scheme to G3RMC acting as a REIT Management Company shall, to the extent necessary, be construed as references to G3RMC operating as a normal public limited company and the Scheme shall continue to be implemented with such modifications, adaptations and adjustments as may be required to give effect to the underlying objectives of this Scheme.
G3-SPV shall maintain its corporate existence and shall undertake all actions necessary to facilitate the transfer and vesting of the Real Estate Interests and Designated Real Estate Assets, the implementation of the REIT structure and the amendment of its constitutional documents contemplated by this Scheme.
Each Party shall cooperate with the other Parties and execute all documents, applications, declarations, filings, instruments and undertakings reasonably required for obtaining regulatory approvals and for implementing the transactions contemplated by this Scheme.
I) Any act, transaction, omission or arrangement undertaken in good faith by any Party for the purpose of preserving assets, complying with applicable laws, obtaining approvals or implementing this Scheme shall be deemed to be consistent with and authorized by this Scheme.
j) The Designated Real Estate Assets proposed to be transferred, assigned and vested by G3 Homes LLP ("G3-LLP") in G3 Properties (Private) Limited ("G3-SPV") pursuant to and in accordance with this Scheme are more particularly described in Schedule 3 (Designated Real Estate Assets) attached hereto and forming an integral part of this Scheme.
DETERMINATION OF THE UNDERTAKING, ASSETS, LIABILITIES AND BUSINESS
Statements of Financial Position of GGL, G3-SPV, G3-LLP and G3RMC have been prepared as at the Effective Date and are appended hereto as Schedule 2.
Statements of Financial Position of GGL, G3-SPV, G3-LLP and G3RMC shall also be prepared as at the Sanction Date.
The Statements of Financial Position referred to above have been and shall be prepared, as the case may be, in accordance with the accounting principles generally accepted in Pakistan, applicable accounting standards and the requirements of the Companies Act, 2017, and shall include such notes, disclosures, assumptions and explanatory information as may be considered necessary.
A pro forma Statement of Financial Position reflecting the effect of this Scheme (the "Scheme Effect Statement") has been prepared by the respective Boards of Directors on the basis of the audited financial statements as at the Effective Date and is attached hereto as Schedule 1.
A revised Scheme Effect Statement shall be prepared on the basis of the audited financial statements as at the Sanction Date and shall reflect the assets, liabilities, reserves, Real Estate Interests, share capital, securities, rights, obligations and other matters proposed to be transferred, vested, distributed, issued, allotted, adjusted or otherwise dealt with pursuant to this Scheme as at the Sanction Date.
For the purposes of implementing this Scheme, the Boards of Directors of GGL, G3RMC and G3-SPV and the partners of G3-LLP shall be entitled to re-determine, adjust, update or modify the assets, liabilities, reserves, Real Estate Interests, share capital, securities and other balances comprised in the Scheme Effect Statement to reflect changes occurring between the Effective Date and the Sanction Date, provided that such adjustments are consistent with the objectives and principles of this Scheme.
The revised Scheme Effect Statement prepared as at the Sanction Date, together with any re-determinations, adjustments or modifications made in accordance with this Article, shall be certified by a practicing Chartered Accountant and shall form the basis for the final implementation of this Scheme.
REIT SCHEME IMPLEMENTATION
Upon the Scheme becoming effective and upon the completion of the transfers, vesting, issuances, allotments and distributions contemplated herein, G3RMC shall initiate and pursue the establishment, registration and authorization of the REIT Scheme in accordance with the Real Estate Investment Trust Regulations, 2022 and other applicable laws and regulations.
For the purposes of implementing the REIT Scheme, a trustee shall be appointed in accordance with the REIT Regulations and such other requirements as may be prescribed by the Securities and Exchange Commission of Pakistan ("SECP").
Upon the establishment of the REIT Scheme and subject to the approvals of the SECP and other competent authorities, the shares of G3-SPV held by the shareholders thereof shall be deposited, transferred or otherwise vested in favour of the trustee for and on behalf of the REIT Scheme in accordance with the REIT Regulations and the constitutive documents of the REIT Scheme.
In consideration thereof, the trustee shall issue REIT Units to the respective shareholders of G3-SPV on a one-for-one basis, such that one (1) ordinary share of G3-SPV having a face value of PKR 7.00 shall be exchanged for one (1) REIT Unit having a face value of PKR 7.00, unless otherwise required by the SECP, the trustee or the applicable regulatory framework.
Upon completion of the unit issuance and swap process, G3-SPV shall become the Special Purpose Vehicle of the REIT Scheme and the REIT Units shall represent the beneficial ownership interests in the underlying assets and undertaking held through G3-SPV.
Upon completion of the exchange, conversion or representation of the shares of G3-SPV through REIT Units in accordance with this Scheme and the REIT Regulations, the REIT Units shall be proposed for direct listing and admission to trading on the Main Board of the Pakistan Stock Exchange Limited ("PSX"). It is the intention of the Parties that such listing shall constitute the listing of pre-existing ownership interests already vested in the shareholders pursuant to this Court-sanctioned Scheme and subsequently represented through REIT Units, and shall not constitute a fresh public offering, invitation to subscribe, solicitation of investment or capital raising exercise. Accordingly, the Parties may seek such approvals, exemptions, waivers, dispensations, relaxations or directions as may be required from the Securities and Exchange Commission of Pakistan ("SECP"), PSX or any other competent authority to facilitate the direct listing of the REIT Units arising from the implementation of this Scheme.
In the alternative, if the proposed REIT Scheme is not established, the REIT Management Services Licence is not granted, or the Board of Directors of GGL in consultation with G3RMC and G3-SPV determines not to proceed with the REIT structure, G3-SPV may be converted into a public limited company and may seek direct listing on the Main Board of PSX pursuant to and in implementation of this Scheme. In such event, the listing of G3-SPV shall likewise be treated as a consequence of the restructuring and distribution mechanisms contemplated herein and not as a fresh public offering, subject to applicable laws, regulations and approvals. For the purposes of such listing, the face/par value of the shares of G3-SPV shall constitute the reference value for commencement of trading, subject to the applicable requirements of PSX, SECP, CDC, NCCPL and other competent authorities.
For the purposes of the initial listing of the REIT Units, the face value of PKR 7.00 per Unit shall be treated as the reference value for the swap and issuance process. The actual opening, discovery or commencement trading price of the REIT Units on PSX shall be determined in accordance with the applicable PSX Regulations and market procedures.
GENERAL
Any re-determination, adjustment, modification or update made to the assets, liabilities, reserves, Real Estate Interests, share capital or other balances of any Party as at the Sanction Date shall not affect, alter or modify the share issuance mechanism, share distribution mechanism, share swap ratio, capitalization arrangements, consideration structure or any other exchange ratio contemplated by this Scheme.
Any difference, surplus, deficit, gain, loss, adjustment or re-measurement arising as a consequence of such re-determination or adjustment shall, unless otherwise expressly provided in this Scheme, be credited or charged, as the case may be, to the capital reserves, share premium account, retained earnings, accumulated profits, accumulated losses or such other appropriate equity account of the relevant entity in accordance with the applicable accounting standards and applicable law.
For the avoidance of doubt, the economic entitlements, share exchange ratios, distribution ratios and consideration mechanisms specified in this Scheme shall remain fixed and binding notwithstanding any adjustment, reclassification or re-measurement of assets, liabilities or reserves occurring between the Effective Date and the Sanction Date.
Upon the Scheme becoming effective, all assets, liabilities, undertakings, contracts, approvals, licenses, permits, utilities, rights, obligations and interests shall stand transferred and vested in the relevant transferee entity without any further act, deed, conveyance or instrument, except where required by applicable law.
All permits, NOCs, approvals, sanctions, contracts, agreements, development approvals, utility connections and other rights relating to the Designated Real Estate Assets shall continue in force and shall be deemed transferred or assigned to G3-SPV to the extent permissible under applicable law.
Any legal proceedings, claims, arbitrations, appeals, applications or actions by or against any Party relating to the transferred undertaking shall continue by, against or in favour of the relevant transferee entity.
In the event that the Designated Real Estate Assets and the related undertaking are transferred and vested in G3-SPV through a transfer of freehold ownership/title and no material asset, liability, right, obligation or undertaking remains vested in G3-LLP, G3-LLP may, subject to applicable law and regulatory requirements, stand dissolved or otherwise cease to exist without winding up. For the avoidance of doubt, where the Real Estate Interests are transferred through a leasehold arrangement and the freehold ownership/title remains vested in G3-LLP, this provision shall not apply unless otherwise determined by the partners of G3-LLP and sanctioned by the Honourable Court.
ARTICLE - 3 - EQUITY, CAPITAL AND MANAGEMENT
Any increase in the authorized share capital of the companies involved in this Scheme shall remain subject to the payment of the requisite filing fees, duties, and statutory charges payable to the Securities and Exchange Commission of Pakistan ("SECP") in accordance with the applicable provisions of the Companies Act, 2017. The authorized share capital position pursuant to the Scheme shall be as follows:
Increase in Authorized Capital
The shares of G3RMC shall be made eligible for induction into the Central Depository System ("CDS") upon approval by the Central Depository Company of Pakistan Limited ("CDC"). All shares issued under this Scheme shall be issued in book-entry/scrip-less form and credited directly into the respective CDS accounts of the entitled shareholders.
The shares of G3-SPV shall, subject to the approval and requirements of the Central Depository Company of Pakistan Limited ("CDC"), be made eligible for induction into the Central Depository System ("CDS"). All shares issued, allotted, transferred or distributed pursuant to this Scheme shall be issued in book-entry (scrip-less) form and shall be credited directly into the respective CDS accounts of the entitled shareholders. The Parties acknowledge that the induction of the shares of G3-SPV into the CDS framework constitutes an important step towards the implementation of the proposed REIT Scheme. Accordingly, upon the establishment of the REIT Scheme and the exchange, conversion or representation of such shares through REIT Units in accordance with the REIT Regulations, the Parties intend that such REIT Units shall likewise be maintained, transferred and settled through the CDS framework, subject to the applicable laws, regulations and approvals of the SECP, CDC, NCCPL, PSX and other competent authorities.
The requisite amendments, alterations, and modifications in the Memorandum and Articles of Association of respective companies shall be carried out on or before the issuance of shares under this Scheme in order to give effect to the transactions contemplated herein, including the increase in authorized share capital and issuance of additional shares. No further approval of the shareholders shall be required for such amendments pursuant to the sanction of this Scheme by the Honorable Lahore High Court.
In the case of physical allotments, any fractional entitlement of 0.5 or above shall be rounded up to one whole share, whereas any fraction below 0.5 shall be disregarded. For allotments made through CDS, all fractional entitlements shall be ignored. Any shares arising due to rounding adjustments shall be allotted to a retirement or employee benefit fund of GGL, as may be determined by the Board of Directors of GGL.
The Board of Directors of each company shall have the authority to re-determine, as of the Sanction Date, the assets and liabilities to be transferred, vested, or distributed pursuant to this Scheme. Any such transfer or distribution shall include all related rights, obligations, encumbrances, charges, hypothecations, restrictions, acquisition costs, and acquisition dates attached thereto. Any such re-determination shall not affect the share issuance, share distribution, swap ratio, or additional capitalization contemplated under this Scheme. Any resulting difference or adjustment shall be credited or charged, as the case may be, to the capital reserves and/or retained earnings.
Upon the Scheme becoming effective, the share capital of GGL, G3RMC and G3-SPV shall stand reconstituted in the following manner:
Ghani Global Holdings Limited ("GGL")
Shares Outstanding before the Scheme
Nos.
354,119,590
Additional Shares to G3RMC by GGL
Nos.
75,000,000
Additional Shares to the Partners of G3-LLP by GGL
Nos.
60,000,000
Shares Outstanding after the Scheme
Nos.
489,119,590
G3 REIT Management Limited ("G3RMC")
Shares Outstanding before the Scheme*
Nos.
5,000,000
Additional Shares to the Shareholders of GGL by G3RMC
Nos.
143,550,000
Additional Shares to the Partners of G3-LLP by G3RMC
Nos.
100,000,000
Shares Outstanding after the Scheme
248,550,000
Distribution Ratio
Shares Outstanding before the Scheme - GGL
Nos.
354,119,590
- Existing Shares
14.12
- Additional Shares
405.37
419.49
*The existing 5,000,000 ordinary shares and the additional 143,550,000 ordinary shares of G3RMC shall be distributed and vested in favour of the shareholders of GGL in accordance with their respective shareholding proportions as at the Record Date.
G3 Properties (Private) Limited ("G3-SPV")
Shares Outstanding before the Scheme
Nos.
2,500
Shares Issuance against Merger of G3-LLP into G3-SPV
Nos.
292,417,360
Additional Shares to G3RMC by G3-SPV
Nos.
100,000,000
Additional Shares to the GGL by G3-SPV
Nos.
114,840,000
Shares Outstanding after the Scheme
Nos.
507,259,860
In consideration of the transfer and vesting of the Real Estate Interests, Designated Real Estate Assets and the related undertaking of G3-LLP pursuant to this Scheme, the following shares shall be issued and allotted to the partners of G3-LLP:
Partner
GGL Shares
G3-SPV Shares
G3RMC Shares
Masroor Ahmad Khan
20,000,000
97,472,453
33,333,333
Atique Ahmad Khan
20,000,000
97,472,453
33,333,333
Hafiz Farooq Ahmad
20,000,000
97,472,454
33,333,334
Total
60,000,000
292,417,360
100,000,000
The foregoing allocation reflects the agreed entitlement of the partners of G3-LLP as determined under this Scheme and shall constitute full consideration for the transfer and vesting of the Real Estate Interests and Designated Real Estate Assets in G3-SPV.
Upon the Scheme becoming effective, an aggregate of 180,000,000 ordinary shares of G3-SPV received by the partners of G3-LLP pursuant to this Scheme shall be distributed, transferred and vested in favour of the shareholders of GGL in accordance with their respective shareholding proportions as at the Record Date. For every 1,000 ordinary shares held in GGL, a shareholder shall be entitled to receive approximately 508.30 ordinary shares of G3-SPV. Following such distribution, the shareholding of the partners of G3-LLP in G3-SPV shall stand reduced as follows:
Partner | G3-SPV Shares |
Masroor Ahmad Khan | 37,472,453 |
Atique Ahmad Khan | 37,472,453 |
Hafiz Farooq Ahmad | 37,472,454 |
Total | 112,417,360 |
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