Offer Document for Right Issue of Loads Limited

Contact No: +92 21 347 40100 / 0302 867 4683, Website: https://www.loads-group.pk/, Contact Person: Mr. Babar Saleem, Email: co.secy@loads-group.com (To contact during business hours i.e. from Monday to Friday from 8:30 a.m. to 4:30 p.m.)

Website: The Offer Document can be downloaded from https://www.loads-group.pk/right-issue/

UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

WE, M. MOHTASHIM AFTAB, CHIEF EXECUTIVE OFFICER AND M. MOBIN AKHTER, CHIEF FINANCIAL OFFICER OF LOADS LIMITED CERTIFY THAT:

1. THE OFFER DOCUMENT CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;

2. THE INFORMATION CONTAINED IN THE OFFER DOCUMENT IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF;

3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD;

4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE OFFER DOCUMENT AS A WHOLE OR ANY PART THEREOF MISLEADING; AND

5. ALL REQUIREMENTS OF THE COMPANIES ACT, 2017, THE COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE CENTRAL DEPOSITORY COMPANY AND THAT OF PSX PERTAINING TO THE RIGHT ISSUE HAVE BEEN FULFILLED.

CHIEF FINANCIAL OFFICER

CHIEF EXECUTIVE OFFICER

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A T O ED B T E BO OF CTORS OF HE O

I THE COMPANY SECRETARY, AS AUTHORISED BY THE BOARD OF DIRECTORS OF THE COMPANY, HEREBY CONFIRM THAT:

1. ALL MATERIAL INFORMATION AS REQUIRED UNDER THE COMPANIES ACT, 2017, THE

   SECURITIES ACT, 2015, COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE

   LISTING OF COMPANIES AND SECURITIES REGULATIONS OF THE PAKISTAN STOCK

   EXCHANGE LIMITED HAS BEEN DISCLOSED IN THIS OFFER DOCUMENT AND THAT

   WHATEVER IS STATED IN OFFER DOCUMENT AND IN THE SUPPORTING DOCUMENTS IS TRUE AND CORRECT TO THE BEST OF THE BOARD'S KNOWLEDGE AND BELIEF AND THAT NOTHING

   HAS BEEN CONCEALED.

2. THE BOARD OF DIRECTORS

UNDERTAKE THAT ALL MATERIAL INFORMATION, INCLUDING

INVESTOR TO MAKE AN INFORMED DECISION, HAS BEEN

RISKS THAT WOULD ENABLE THE

iii. RIGHT ISSUE IS THE DISCRETION OF

DISCLOSED IN THE OFFER DOCUMENT. BOARD OF THE ISSUER AND IT NEITHER REQUIRE

THE SECURITIES EXCHANGE.

APPROVAL OF THE COMMISSIONNOR

1. THE DRAFT OFFER DOCUMENT WAS

   PLACED ON THE WEBSITE OF THE SECURITIES

   20, 2026 (I.E. WITHIN 3 WORKING DAYS OF THE

   EXCHANGE AND THE ISSUER ON JANUARY

   DATE OF ANNOUNC EMENT BY THE BOARD). S EXCHANGE WERE RECEIVED ON JANUARY 30,

2. COMMENTS FROM THE SECP AND SECURITIE 2026 AND FEBRUARY 2, 2026 RESPECTIVELY.

   SOUGHT FOR THE DRAFT OFFER DOCUMENT.

   HOWEVER, TO PUBLIC COMMENTS WERE DOCUMENT lS UPDATED IN LIGHT OF THE

3. THE BOARD HAS ENSURED THAT DRAFT OFFER

   SECURITIES EXCHANGE AND SECP COMMENTS.

   ANY'S WEBSITE, ALL THE COMMENTS

   Vl.

   THE BOARD HAS DISCLOSED ON PSX'S AND COMP

   
   
   

   RECEIVED ALONG WITH THE EXPLANATIONS AS TO HOW THEY@@E

   ADDRESSED.

   MD PLACED ON

   THE FINAL OFFER DOCUMENT WAS
   
   

   SUBMITTED TO THE

   BOOK CLOSURE

   
   
   

   SECURI TIES EXCHANGE WEBSITE ON FEBRUARY /2 6 DATES AND RELEVANT RIGHT ISSUANCE

   OF RECEIPT OF COMMENTS OF PSX AND SECP).. "

   FROM THE DATE

   
   
   

   1. THE STATUTORY AUDITOR, M/S. YOUSUF ADIL, CHARTERED ACCOUNTANTS, OF THE ISSUER SHALL SUBMIT HALF YEARLY REPORT TO THE ISSUER REGARDING UTILIZATION OF PROCEEDS IN THE MANNER REFERRED TO IN THE FINAL OFFER DOCUMENT. THE ISSUER WILL INCLUDE THE REPORT OF THE STATUTORY AUDITOR, ALONG WITH ITS COMMENTS THEREON, IF ANY, IN ITS HALF YEARLY AND ANNUAL FINANCIAL STATEMENTS.

   2. THE COMPANY INDEMNIFIES AND HOLDS HARMLESS THE SECP AND SECURITIES EXCHANGE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, AND REPRESENTATIVES FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, OR EXPENSES ARISING IN CONNECTION WITH THE TRANSACTION, EXCEPT TO THE EXTENT SUCH CLAIMS RESULT FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

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

2. The Securities Exchange and the SECP disclaim:

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

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

   3. any responsibility w.r.t quality of the issue.

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

1. SALIENT FEATURES OF THE RIGHT ISSUE 9

   1. Brief Terms of the Right Issue 9

   2. Principal Purpose of the Issue and Funding Arrangements 10

   3. Financial Effects Arising from Right Issue 12

   4. Total Expenses to the Issue 12

   5. Details of Underwriters 13

   6. Commitments from Substantial Shareholders/Directors 13

   7. Fractional Shares 13

   8. Important Dates (From PSX) 14

2. SUBSCRIPTION AMOUNT PAYMENT PROCEDURE 14

3. PROFILE OF MANAGEMENT AND SPONSORS 15

   1. Profile of Directors of the Company 15

4. DETAILS OF THE ISSUER 18

   1. Standalone Financial Highlights of the Issuer for the Last Three Years 18

   2. Financial Highlights for the Preceding One Year of Consolidated Financial Statements 19

   3. Details of Issue of Capital in Previous Five Years 19

   4. Average Market Price of the Share of the Issuer During the Last Six Months 19

   5. Group Structure 20

   6. Share Capital and Related Matters 20

5. RISK FACTORS 21

   1. Risk Associated with the Right Issue 21

   2. Risk Associated with Issuer 21

6. LEGAL PROCEEDINGS 23

7. SIGNATORIES TO THE OFFER DOCUMENT 24

1. ‌SALIENT FEATURES OF THE RIGHT ISSUE
   1. ‌Brief Terms of the Right Issue:

      a)	Description of Issue:	Issuance of Right Shares to existing shareholders
      b)	Size of the proposed Issue:	The Company proposes to issue 120,000,000 (One Hundred and Twenty Million) Ordinary Shares at an Issue Price of PKR 12.50/- (Pak Rupees Twelve and Paisas Fifty) per share, amounting in aggregate to PKR 1,500,000,000/-(Pak Rupees One Billion Five Hundred Million).
      c)	Face Value of the Share:	PKR 10/-
      d)	Basis of determination of price of the Right Issue:	The Right Issue is being carried out at a premium. In view of the prevailing market price of the Company's shares, the premium over the par value is justified and reasonable, and aligns with prevailing market practice. The same constitutes approximately 30.51% discount on the last 6 months volume weighted average price, and 29.74% discount on the break-up value of the shares1.
      e)	Proportion of new Issue to existing shares with any condition applicable thereto:	Approximately 0.4776119403 Right Shares for every 1 Ordinary Share held i.e. approximately 47.761% of the existing paid-up capital of the Company.
      f)	Date of meeting of BoD wherein the Right Issue was approved:	Thursday, January 15, 2026
      g)	Name of directors attending the Board Meeting:	Following persons were presented in the meeting:
      h)	Brief purpose of utilization of Right Issue proceeds	The Rights Issue intends to strengthen the working capital requirements of the Company to ensure smooth business operations, sustain its growth momentum and enhance profitability of the Company. The proceeds will primarily be utilized to meet the increasing raw material requirements due to growing demand of products.
      i)	Purpose of the Right Issue Details of the main objects for raising funds through present Right Issue*:

      1. Syed Shahid Ali

      2. Syed Sheharyar Ali

      3. Mr. M. Mohtashim Aftab

      4. Chaudhry Ehsan Ul Haq

      5. Ms. Zunaira Dar

      6. Mr. M. Z. Moin Mohajir

      7. Dr. Rozina Muzammil

      1. Total funds required for the project

      2. Percentage of funds financed through the Right Issue

      1. The Company requires approximately PKR 2,500 Mn to meet its working capital needs, out of which, PKR 1,500 million will be raised through a Rights Issue, while the remaining amount will be financed through bank. Funds required only to meet working capital requirements.

      2. 60% (i.e. for the increased requirements)

      ‌1Last 6 months volume weighted average price is PKR 17.99/- per share (from July 15, 2025 to January 14, 2026), and the break-up value of the shares is PKR 17.79/- (based on September 30, 2025).

      j)	Minimum level of subscription' (MLS)	None
      (k)	"Application Supported by Blocked amount" (ASBA) facility, if any, will be provided for subscription of right shares	Not Applicable

      1. Percentage of funds financed from other sources

      2. Time of completion of project

      3. Impact on production capacity

      1. ~40%

      2. Not Applicable

      3. Not Applicable

      *Detailed Disclosure is given in Section 1.2

   2. ‌Principal Purpose of the Issue and Funding Arrangements:

      The primary purpose of the Right Issue is to strengthen the Company's working capital base, including for increasing its raw material inventories, in order to ensure smooth business operations and sustain its growth momentum, with the intention of fortifying its financial position in order to enhance profitability and provide greater shareholder return. Over the past quarters, the Company has experienced a significant rise in customer orders, necessitating higher inventory levels and procurement of raw materials. The additional capital will therefore enable the Company to efficiently manage its working capital cycle, maintain uninterrupted production, and capitalize on emerging business opportunities.

      The proceeds from the Right Issue shall primarily be utilized to augment the Company's working capital requirements (as further detailed below), with a major portion being allocated towards the enhancement of raw material inventories in response to the increasing demand from customers and the anticipated growth in production volumes. The funds will also be applied to meet operational overheads and other direct costs associated with the manufacturing process, thereby ensuring uninterrupted production and efficient utilization of capacity. Furthermore, the Company intends to strengthen its raw material base to adequately support aftermarket production, ensuring timely fulfilment of customer orders and maintaining supply chain stability.

      1. Activities classified as working capital.

         Procurement of raw materials and consumable store levels to cater the growing OEM demand and expanding local and export aftermarkets opportunities.

      2. Basis of estimation of working capital requirement, along with relevant assumptions.

         Reflecting the anticipated growth in OEM demand in the coming years (as detailed in Section 1.2.4 below), alongside plans for a stronger presence in both local and export aftermarkets.

         The Company's projected growth is as follows:

         PKR in Mn
         Description	2025A	2026P	2027P	2028P	2029P
         OEM	5,908	7,972	8,689	9,384	10,135
         Aftermarket (Local)	122	500	625	750	900
         Aftermarket (Export)	4	30	45	61	76
         Total	6,033	8,502	9,359	10,195	11,111

      3. Reasons for raising additional working capital, substantiating the same with relevant facts and figures.

         An increase of nearly 25% in OEM demand has elevated the Company's working capital requirements, supported

         by efforts to strengthen its presence in the aftermarket for radiators and allied parts.

         Further, the Company needs to maintain an inventory level for at least 3 months and inventory in transit for at least 1 month for its business operations. Therefore, in order to achieve the required standard of OEMs, the Company will have to increase its inventory levels beyond the increase in tentative schedule of OEMs i.e. 25%.

      4. Total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise.

         The Company is of the view that the following quantum of working capital will be required due to the increase in OEM demand.

         Working Capital (Estimated)	Formula	PKR in Mn Days
         Stock in trade in days	Stock in Trade/COGS x 365	(2,280/6,914)*365	120
         Trade debts in days	Trade Debt/Sales x 365	(1,271/8,502)*365	55
         Trade creditors in days	Trade Creditors /COGS x 365	(840)/6,914)*365	(44)
         Cash Conversion Days			131
         Working Capital Required		PKR	2,473,618,387/-
         Financed by Right Issue		PKR	1,500,000,000/-
         Banks		PKR	973,618,387/-
         Total		PKR	2,473,618,387/-

      5. Cash Conversion Cycle in Number of days for last three years (days inventory outstanding + days sales outstanding - days payables outstanding)

         x

         	2023	2024	2025
         Inventory Days (Inventory ÷ COGS) x 365 (A)	102	98	62
         Days Payable (Trade Creditors ÷ COGS) x 365 (B)	33	61	75
         Days Receivable (Trade Debtors ÷ Sales) x 365 (C)	34	63	45
         Cash Conversion Days (D) = A + C - B	104	100	32
         Working Capital Requirement = D x COGS/365 (E) (PKR Mn)	1,071	989	413
         Outstanding Short-Term Borrowings as of June 30 (F) (PKR Mn)	1,879	979	775
         Excess of Funds (F-E) (PKR Mn)	808	(10)	362

         Please note Closing amount of each year has been used.

   3. ‌Financial Effects Arising from Right Issue‌

      PKR Mn	Measurement Unit	Pre-Issue	Post Issue	%
      (As at September 30, 2025)
      Authorized Capital	PKR	4,000,000,000	4,000,000,000	Nil
      Paid-up-Capital	PKR	2,512,500,000	3,712,500,000	47.761%
      Net Asset/ Break- up value per share	PKR	17.79	16.08	-9.62%
      Gearing Ratio	%	55.30%	41.41%	-25.13%
      Production Capacity		The production capacity of the Company's plant cannot be determined as it depends on the relative proportions of various types / sizes of sub-assemblies, components and parts produced for various types of vehicles. Actual production depends on market demand. Furthermore, the Right Issue will not directly impact the same.
      Market Share	%	The Company's products are specialized and customized to meet the specific technical requirements of OEMs. The exact same products are not produced by other local vendors supplying OEMs, resulting in a distinct position for the Company. As the products are highly specialized in nature of the Company's offerings, a direct comparison or determination of market share is not applicable. This uniqueness provides the Company with a competitive edge and stable demand from its OEM customers.

   4. ‌Total Expenses to the Issue

      PSX Fee (0.2% of increase in paid-up capital)	Up to PKR 2,400,000/-
      Bankers Commission	Up to PKR 50,000/-
      Advisory Fees	Up to PKR 11,250,000/-
      Underwriting Commission	2.0% of the Underwritten Portion
      Underwriter Take-up Commission	2.5% of the Unsubscribed Portion
      CDC - Fresh Issue Fee (0.144% of the issue size)	Up to PKR 2,160,000
      CDC - Annual Fees for Eligible Security (Listing Fee)	Up to PKR 800,000
      SECP Supervisory Fee (10% of fees paid to PSX)	Up to PKR 240,000
      Auditor Fee for Auditor Certificates	Up to PKR 500,000/-
      Stamp Duty for Additional shares	0.15% of the Face Value in Book Entry Form and 0.5% on Physical shares
      Other expenses (including printing costs, lawyers and consultation fees, etc.)	Up to PKR 4,500,000

   5. Details of Underwriters

      Name of the Underwriter	Amount Underwritten	Associated Company/Associated Undertaking of the Issuer
      AKD Securities Limited	PKR 244,776,263	No
      Dawood Equities Limited	PKR 250,000,000	No
      Muhammad Munir Muhammad Ahmed Khanani Securities (Private) Limited	PKR 250,000,000	No

   6. ‌Commitments from Substantial Shareholders/Directors:

      Name of the person	Status (Substantial Shareholder/ Director)	Number of Shares Committed to be subscribed2	Amount Committed to be Subscribed	Shareholding % - pre issuance	Shareholding % - post issuance3
      Syed Shahid Ali	Substantial Shareholder	-	-	37.70%	25.51%
      Treet Corporation Limited	Substantial Shareholder	60,231,595	752,894,938	12.49%	24.68%
      Syed Shehryar Ali	Non-Executive Director	164,466	2,055,825	0.14%	0.14%
      Mr. Muhammad Mohtashim Aftab	Executive Director	20,232	252,900	0.02%	0.02%
      Chaudhry Ehsan Ul Haq	Non-Executive Director	573	7,163	0.00%	0.00%
      Ms. Zunaira Dar	Non-Executive Director	239	2,988	0.00%	0.00%
      Mr. M. Z. Moin Mohajir	Independent Director	397	4,963	0.00%	0.00%
      Dr. Rozina Muzammil	Independent Director	397	4,963	0.00%	0.00%

   7. ‌Fractional Shares

      The Board of Directors of the Company have resolved that all fractional entitlements, if any, will be consolidated in the name of the Company Secretary, as an agent (under trust), and unpaid letters of right in respect thereof shall be sold on the Pakistan Stock Exchange Limited, the net proceeds from which sale, once realized, shall be distributed / paid to the entitled shareholders in proportion to their respective entitlements as per the Regulations.

      ‌2These may be subscribed through persons arranged by the said directors as permitted under the Regulations. In the case of Mr. Syed Shahid Ali, his entitlement has been arranged to be subscribed by Treet Corporation Limited (as reflected above), for which purpose the requisite undertaking has been issued.

      ‌3Subject to actual subscription of right entitlements (as stated above, the same may be subscribed by persons arranged by individuals) and / or subscription of additional shares.

   8. ‌Important Dates (From PSX)

      Loads Limited Tentative Schedule for Issuance of Letter of Rights Book Closure: February 16, 2026
      S. No	Procedure	Day	Date
      1	Date of credit of unpaid Rights into CDC in Book Entry Form	Tuesday	February 17, 2026
      2	Dispatch of Letter of Right (LOR) to physical shareholders	Thursday	February 19, 2026
      3	Intimation to Stock Exchange for dispatch of physical Letter of Rights	Thursday	February 19, 2026
      4	Commencement of trading of unpaid Rights on the Securities Exchange	Wednesday	February 18, 2026
      5	Last date for splitting and deposit of requests into CDS	Monday	February 23, 2026
      6	Last d ate of trading of letter of Rights	Wednesday	March 4, 2026
      7	Last date for acceptance and payment of shares in CDC and physical form - Last payment date	Wednesday	March 11, 2026
      8	Allotment of shares and credit of Shares into CDS	Friday	March 27, 2026
      9	Date of dispatch of physical shares certificates	Friday	March 27, 2026

2. ‌SUBSCRIPTION AMOUNT PAYMENT PROCEDURE

   1. Payment as indicated above should be made by cash / crossed cheque / demand draft / pay order made out to the credit of "Loads Limited - Right Securities Subscription Account" through any of the authorized branches of Askari Bank Limited on or before March 11, 2026 along with this Right Subscription Request duly filled in and signed by the subscriber(s).

   2. Right Subscription Request can be downloaded from https://www.loads-group.pk/right-issue/

   3. In case of Non-Resident Pakistani / Foreign shareholder, the demand draft of equivalent amount in Pak Rupees should be sent to the Company Secretary, Loads Limited at the registered office of the Company at Plot No. DSU-19, Sector II, Downstream Industrial Estate, Pakistan Steel Zulfiqarabad, Karachi, Pakistan along with the Right Subscription Request (both copies) duly filed and signed by the subscriber(s) with certified copy of NICOP/ Passport well before the last date of payment.

   4. All cheques and demand draft must be drawn on a bank situated in the same city where the Right Subscription Request is deposited. Cheques / pay orders / demand draft are subject to realization.

   5. The Bank will not accept Right Subscription Requests delivered by post which may reach after the closure of business on March 11, 2026, unless evidence is available that these have been posted before the last date of payment.

   6. Payment of the amount indicated above to the Issuer's Banker(s) to the Issue on or before March 11, 2026 shall be treated as acceptance of the Right offer.

   7. After payment has been received by the Company's banker(s), the Right Securities will be credited into respective CDS Accounts within 10 working days from the last payment date. Paid Right Subscription Request will not be traded or transferred.

3. ‌PROFILE OF MANAGEMENT AND SPONSORS
   1. ‌Profile of Directors of the Company

      Board of Directors	Designation	Date of Election / Appointment
      Syed Shahid Ali	Chairman/Director	18-12-2023
      Syed Sheharyar Ali	Non-Executive Director	18-12-2023
      M. Mohtashim Aftab	Chief Executive / Director	18-12-2023
      Chaudhary Ehsan Ul Haq	Non-Executive Director	26-02-2025
      Zunaira Dar	Non-Executive Director	16-07-2025
      M. Z. Moin Mohajir	Independent Director	18-12-2023
      Dr. Rozina Muzammil	Independent Director	18-12-2023

      Syed Shahid Ali - Chairman

      Syed Shahid Ali has a Master's degree in Economics from the University of Punjab, a Graduate Diploma in Development Economics from Oxford University and a Graduate Diploma in Management Sciences from the University of Manchester. He has been Chairman of Loads Limited since 2005 and is currently the CEO of Treet Group of companies. He is also Director on the boards of various public companies including Packages Limited, IGI Insurance Limited, Ali Automobiles Limited etc. He has been actively involved in social & cultural activities and is the Chairman of the Governing Boards of several hospitals and philanthropic organizations, including Gulab Devi Hospital and Liaquat National Hospital.

      Syed Sheharyar Ali - Non-Executive Director

      After completing his BBA from Saint Louis University in 2001, Syed Sheharyar Ali started his career with Packages Limited. Currently, he holds the position of Executive Director in Packaging Solutions, a project of Treet Group. His portfolios also include being a member of the governing body of Liaquat National Hospital, Karachi, President Punjab Netball Federation, Vice President Punjab Cycling Association, Director GET Motor Cycle Project, Vice President All Pakistan Music Council, Director Gulab Devi Hospital and Director Cutting Edge (Private) Limited.

      Mr. M. Mohtashim Aftab - Chief Executive Officer / Executive Director

      Mr. M. Mohtashim Aftab has been appointed as the Chief Executive Officer of Loads Limited effective May 17, 2024. He is also the Director and Chief Executive Officer of all subsidiaries of Loads Group of Companies. Mr. Aftab brings with him over 30 years of experience in business partnering, strategic planning, and risk management.

      In his previous role as the Group Chief Financial Officer at Treet Corporation Limited, Mr. Aftab not only oversaw all financial operations but also played a pivotal role in driving the Group's growth, sustainability, and success through various operational, financial, and administrative restructurings. He has extensive expertise in financial management, revenue growth, cash and risk management, and capital and debt market transactions. His financial acumen has earned him recognition as an accomplished CFO in the Industry & Trade category for listed companies.

      Prior to joining Treet Corporation Limited in 2019, Mr. Aftab spent over two decades at KAPCO, where he gained substantial experience in finance and strategic planning. He also served as a Management Consultant at A. F. Ferguson & Co., a member firm of PwC, before joining KAPCO. His proficiency in managing complex business transactions and identifying growth opportunities ensures the long-term sustainability and profitability of the businesses he oversees.

      In addition to his role at Loads Limited, Mr. Aftab also serves on the Board of Directors of Treet Battery Limited and Renacon Pharma Limited.

      Chaudhary Ehsan Ul Haq - Non-Executive Director

      Chaudhary Ehsan Ul Haq has been appointed as the Directors of Loads Limited effective February 26, 2025, further expanding his leadership and strategic oversight in the manufacturing sector.

      As the Chief Operating Officer of Treet Blades and Razors Manufacturing, Mr. Haq draws on his 26 years of experience working in different capacities within reputable organizations, demonstrating a deep understanding of the industry and its practices.

      Throughout his career, Mr. Haq has held key positions such as General Manager at SPEL, where he gained experience in design, development, production, quality assurance, and marketing. At Millat Tractors Limited, he served as the Deputy General Manager Production, where he focused on capacity enhancement and modernization, and later as the GM Engineering and Supply Chain responsible for overall operations.

      Mr. Haq is a Mechanical Engineer from UET Lahore and holds an MBA in Marketing from Punjab University, Lahore. He expertise comes from his years of experience in the industry, where he has demonstrated a strong understanding of design, development, production, quality assurance, marketing, and operations management. His dedication to delivering quality products has helped position Treet Corporation Limited as a leader in the industry.

      Ms. Zunaira Dar - Non-Executive Director

      Ms. Zunaira Dar has been appointed as the Directors of Loads Limited effective July 16, 2025, further expanding her leadership and strategic oversight in the manufacturing sector.

      She is Group Chief Legal Officer & Company Secretary at Treet Corporation Limited. She is responsible for ensuring legal compliance across all business units and divisions. She plays a critical role in assisting the Company and the Board to ensure legal compliance.

      She has over 10 years of experience in the legal field, having worked as a legal associate at Irfan and Irfan, AM Corporate and Legal at Panasian Group, and as Company Secretary at AkzoNobel.

      Ms. Dar holds an LLB Honours degree from the University of London and has a deep understanding of corporate law, commercial contracts, and governance frameworks. She brings a wide range of expertise to the organization, including her ability to efficiently manage legal processes, negotiate contracts, and provide counsel on a wide range of legal matters. Her attention to detail and strong legal acumen are vital to the success of the Company's legal and compliance efforts.

      Mr. M. Z. Moin Mohajir - Independent Director

      Mr. Moin Mohajir was appointed to the Board of Directors in 2019 as an Independent Director. He is a fellow member of Institute of Chartered Accountants of Pakistan. Mr. Mohajir has served in senior positions in various multinational companies and has over 40 years' experience in Finance, Taxation & Audit. Currently, he is Deputy Secretary-General of Overseas Investors Chamber of Commerce and Industry.

      Dr. Rozina Muzammil - Independent Director

      Dr. Rozina Muzammil possesses more than two decades of diverse executive-level experience across Human Resource Management, Corporate Governance, Teaching & Training, Auditing, Finance, Costing, and Budgeting. Her career highlights include roles such as General Manager Finance in FMCG Industry, Executive Director at the Pakistan Institute of Public Finance Accountants (PIPFA), and currently, Chief Human Resource Officer at the Institute of Bankers Pakistan since December 2015.

      She holds a Ph.D. in Business Administration from Asia e University, Malaysia, and is the author of the book "Fundamentals of Accounting", published by an HEC recognized University in 2014. Dr. Muzammil has contributed number of articles in National and International Journals. She is a Certified Labour Laws Practitioner & Industrial Relations Analyst, as well as a Certified Director under the Code of Corporate Governance 2012 of the Securities Exchange Commission of Pakistan.

      Dr. Muzammil is a Fellow Member of two prestigious accounting bodies in Pakistan: The Institute of Cost and Management Accountants of Pakistan (ICMAP) and Pakistan Institute of Public Finance Accountants (PIPFA). She is also a Professional Member of the Institute of Management Accountants (IMA) USA. Additionally, she holds an MBA and has completed several HR leadership programs. She is certified as a CQI | IRCA | Quality Management Systems Lead Auditor from TUV Austria Romania.

      She was the Founder Member and Convener of the CMA Women's Forum and served on the ICMA International Karachi Branch Council from 2015 to February 2019. Dr. Muzammil has been an HR Expert for the recruitment of Management Training Officers (MTO) Batches at House Building Finance Company Limited (HBFCL) since March 2018. Currently, she serves as an Independent Director at Loads Limited and chairs its Human Resource and Remuneration Committee while also being a member of its Audit Committee.

      List of Directorship in other Companies:

      S. No	Name of Director	Name of Companies
      1.	Syed Shahid Ali Chairman
      2.	Syed Sheharyar Ali Non-Executive Director

      • Loads Limited (Listed)

      • First Treet Manufacturing Modaraba (Listed)

      • Treet Corporation Limited (Listed)

      • Packages Limited (Listed)

      • Treet Battery Limited (Listed)

      • IGI Holdings Limited (Listed)

      • Treet Holdings Limited

      • Renacon Pharma Limited

      • Global Assets (Private) Limited

      • Treet Power Limited

      • Multiple Autoparts Industries (Private) Limited

      • Specialized Autoparts Industries (Private) Limited

      • Specialized Motorcycles (Private) Limited

      • Hi-Tech Alloy Wheels Limited

      • Treet HR Management (Private) Limited

      • CAZ Real Estate Limited

      • Gulab Devi Chest Hospital

      • Gulab Devi Educational Foundation

      • Liaquat National Hospital

      • Al Aleem Medical College

      • Loads Limited (Listed)

      • First Treet Manufacturing Modaraba (Listed)

      • Treet Corporation Limited (Listed)

      • Treet Battery Limited (Listed)

      • Treet Trading LLC

      • Treet Holdings Limited

      • Renacon Pharma Limited

      • Global Assets (Private) Limited

      • Treet Power Limited

      • Multiple Autoparts Industries (Private) Limited

      • Specialized Autoparts Industries (Private) Limited

      • Specialized Motorcycles (Private) Limited

      3.	Mr. M. Mohtashim Aftab Chief Executive & Director
      4.	Chaudhry Ehsan Ul Haq Non-Executive Director
      5.	Ms. Zunaira Dar Non-Executive Director
      6.	Mr. M. Z. Moin Mohajir Independent Director
      7.	Dr. Rozina Muzammil Independent Director

      • Hi- Tech Alloy Wheels Limited

      • RoboArt (Private) Limited

      • Cutting Edge (Private) Limited

      • Frag Games (Private) Limited

      • Spell Digital Movies (Private) Limited

      • Yugo (Private) Limited

      • CAZ Holdings (Private) Limited

      • CAZ Real Estate Limited

      • Auto Technical Services (Private) Limited

      • Auto Genie (Private) Limited

      • Online Hotel Agents (Private) Limited

      • Treet HR Management (Private) Limited

      • Get Gaari Technologies (Private) Limited

      • The Activewear Company (Private) Limited

      • Innovation 101 (Private) Limited

      • Loads Limited (Listed)

      • Treet Battery Limited (Listed)

      • Renacon Pharma Limited

      • Hi-Tech Alloy Wheels Limited

      • Specialized Autoparts Industries (Private) Limited

      • Multiple Autoparts Industries (Private) Limited

      • Specialized Motorcycles (Private) Limited

      • Loads Limited (Listed)

      • Hi-Tech Alloy Wheels Limited

      • Specialized Autoparts Industries (Private) Limited

      • Multiple Autoparts Industries (Private) Limited

      • Specialized Motorcycles (Private) Limited

      • Loads Limited (Listed)

      • Hi-Tech Alloy Wheels Limited

      • Specialized Autoparts Industries (Private) Limited

      • Multiple Autoparts Industries (Private) Limited

      • Specialized Motorcycles (Private) Limited

      • Loads Limited (Listed)

      • Loads Limited (Listed)

4. ‌DETAILS OF THE ISSUER

   1. ‌Standalone Financial Highlights of the Issuer for the Last Three Years

      PKR in Mn	FY 2025	FY 2024	FY 2023
      Name of the Statutory Auditor	Yousuf Adil Chartered Accountants	Yousuf Adil Chartered Accountants	Yousuf Adil Chartered Accountants
      Net Revenue	6,033	4,490	4,494
      Gross profit	1,338	879	733
      Profit / (loss) before tax	797	257	(1,772)
      Profit / (loss) after tax	495	827	(1,256)
      Accumulated Profit / (loss)	735	247	(488)

      Total Assets	7,570	7,224	6,487
      Total Liabilities	3,252	3,395	3,517
      Net Equity	4,317	3,829	2,970
      Break- up value per share (PKR)	17.18	15.24	11.82
      Due from Related Parties	2,872	2,386	2,580
      Due to Related Parties	964	805	255
      Expected Credit Loss	3,401	2,865	1,345
      Earnings/(loss) per share (PKR)	1.97	3.29	(5.00)
      Dividend Announced	-	-	-
      Bonus Issue (%)	-	-	-

   2. ‌Financial Highlights for the Preceding One Year of Consolidated Financial Statements

      PKR Mn	FY 2025
      Net Revenue	6,033
      Gross profit	1,319
      Profit before interest and tax	586
      Profit after tax	82
      Accumulated (loss)	(119)
      Total Assets	6,338
      Total Liabilities	3,809
      Net Equity	2,529
      Break- up value per share (PKR)	10.07
      Earnings per share (PKR)	1.05
      Dividend Announced	-
      Bonus Issue (%)	-

   3. ‌Details of Issue of Capital in Previous Five Years

      Right Issue	FY 2025	FY 2024	FY 2023	FY 2022	FY 2021
      Number of Shares	-	-	-	-	100,000,000
      Percentage	-	-	-	-	~66.11%
      Amount Raised	-	-	-	-	PKR 1,000,000,000/-
      Unsubscribed Portion	-	-	-	-	1,962,972 shares (PKR 19,629,720)
      Unsubscribed portion allotted by the BoD	-	-	-	-	March 9, 2021
      Unsubscribed portion taken up by the Underwriter	-	-	-	-	-
      Proceed utilization break up	-	-	-	-	Investment in Hi-Tech Alloy Wheels Limited, being an associated company of the Company, and for meeting the working capital requirements of the Company.

   4. ‌Average Market Price of the Share of the Issuer During the Last Six Months

      Average market price of the share of the Company during the last six months (from July 15, 2025 to January 14, 2026) is PKR 17.99 per share.

      
      
      
   5. ‌Group Structure
      
      

      Specialized Auto

      Parts Industries (Private) Limited

      Specialized Motorcycles (Private) Limited

      Multiple Auto Parts Industries (Private) Limited

      53.85%

1. 1. ‌Risk Associated with the Right Issue Undersubscription Risk

      The Right Issue of the Company is being carried out at a price which is less than the current share trading price in the market; hence there is minimal investment risk associated with the Right Issue. The substantial shareholder and directors of the Company have confirmed that they shall subscribe to (or arrange the subscription of) their respective right entitlements, while the balance portion of the Right Issue will be underwritten in accordance with the applicable laws. There is a risk that the right issue may get undersubscribed due to lack of interest from shareholders of the Company.

   2. ‌Risk Associated with Issuer
      1. Internal Risk Factors Operational Risk

         The Company may be exposed to operational risks arising from its manufacturing operations such as dependence on OEM clients, insufficient inventory levels, slowdown in the automotive sector, and/or rapid technological advancements that may adversely affect operational performance. These risks are mitigated

         through regular maintenance of plant and machinery, stringent quality controls, strengthening of the customer base, process upgrades, workforce training and retention initiatives, and adequate inventory management.

         Procurement/Logistics Risk

         A significant portion of the Company's raw material requirements is imported in line with OEM sales forecasts. Resultantly, any disruption in supply, whether due to inadequate inventory levels, increases in input costs, limitations on opening letters of credit (LCs), exchange rate volatility, import restrictions, or production interruptions could adversely affect the Company's profitability. To mitigate these risks, the Company maintains an inventory of 3 to 4 months for critical materials and works with multiple approved suppliers to ensure continuity of production. LC-related risks are managed through relationships with multiple banks and continuous monitoring of regulatory developments concerning imports. Any increase in input costs is passed on to final consumers. Collectively, these measures help sustain uninterrupted operations and minimize the impact of supply chain disruptions.

         Credit Risk

         Credit risk is the risk that arises with the possibility that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. The Company attempts to control credit risk by monitoring credit exposures by undertaking transactions with a large number of counterparties in various industries and by continually assessing the credit worthiness of counterparties. The Company might be exposed to credit risk primarily on due to from related parties that includes its subsidiaries.

         However, the management monitors and limits the Company's exposure to credit risk through monitoring of client's exposure and maintaining conservative estimates of provisions for doubtful assets, if required.

         Additionally, the Company has deployed efficient policies and checks to control credit risk as such that no write off has been incurred in past. The Company is committed to implement strong controls in the future as well.

         Liquidity Risk

         Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities. Liquidity requirements are monitored by management to ensure that adequate funds are available to meet any obligations as they arise. To guard against risk, the Company has diversified funding sources and assets are managed with liquidity in mind, maintaining a healthy balance of cash and cash equivalents and readily marketable securities.

         The major financial obligations of the Company include Current portion of Long-term Debt, Accrued/payable Markup, WPPF, Tax Payable, Trade Payables, Other short-term Payables etc. Amount of these obligations is PKR 1,440.4 Mn.

         The financial standing of the Company indicated by its Current Ratio, Interest Coverage and Debt Service Coverage ratios show that the Company has the ability to fulfil its financial obligations on time. Further, clean e-CIB of the Company also suggests that the Company has never defaulted or dishonoured its financial obligations.

         Pending Litigation

         Details of all material legal proceeding are mentioned under Section 5.3 of the Offer Document. The management of the Company is confident of favourable outcomes of below proceedings.

         Risk of Non-compliance with Regulations of SECP and PSX

         In the event of non-compliance with any regulatory requirements of SECP or PSX, the Company may be placed on Defaulter of PSX which may potentially hamper trading in the Company's shares leading up to potential suspension in trading of its shares as well as delisting.

      2. External Risk Factors Business Risk

      Business risk refers to the possibility that the Company's sales and profitability may be adversely affected by unfavourable macroeconomic conditions or shifts in industry demand. A key external risk is a potential economic slowdown, which could negatively impact the automotive sector. To mitigate this risk, the Company pursues a proactive growth strategy. Management anticipates sustained demand for its core product lines and, through scaling operations, seeks to mitigate cyclical pressures by strengthening market share.

      Interest Rate Risk

      Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in the market interest rates. As per market practices, the Company's borrowings are on variable interest rate exposing the Company to interest rate risk. Any changes in interest rates may affect the Company's finance charges; accordingly, the Company regularly monitors movements in the interest rate environment.

      As at June 30, 2025, the Company has variable interest-bearing financial liabilities of PKR 1,858.3 million.

      Foreign Exchange Risk

      ‌Foreign currency risk is the risk that fair value or future cash flows of financial instruments will fluctuate because of changes in foreign exchange rates. Although the Company imports a majority of its raw materials, at present, is not materially exposed to currency risk as fluctuations in exchange rates are passed on to the Company's clients / customers.

      LEGAL PROCEEDINGS:
   3. Outstanding Legal Proceedings of the Company

      The litigations are routine matters arising in the ordinary course of the Company's business and may have a material impact. These have already been disclosed in the audited financial statements for the year ended June 30, 2025, with no change in the status of contingencies as of September 30, 2025.

      Legal Order dated	Issuing Authority	Tax Period, if any	Order Amount/ Financial Impact (PKR Mn)	Current status	Management's Stance
      15-Jan-24	FBR	2023	PKR 87.45	Refund application e-filed and pending; PKR 10.44 million adjusted against tax liability for Tax Year 2024	Issuer is contesting the demand before the Tribunal and based on the merits of the case, is hopeful of a favourable outcome.
      3-Jan-23	FBR	2022	PKR 191.76 (claimed refund) PKR 148.73 (amended refund order)PKR 100.00 (refund allowed /s.170(4))	Refund proceedings partly concluded. PKR 100 million allowed and adjusted; balance refund and rectification pending before D.C (Refund)
      26-Aug-22	FBR	2021	PKR 80.42	Notice under Rule 44(4) have been issued requisitioning details/documents submitted. Refund of PKR 80.42 million has claimed, however, not yet finalized.

      30-Jan-21	FBR	2015	PKR 750.71	Disputed demand vacated through appeal order; no further appeal known.
      14-May-24	FBR	S.TAX 2022- 2023	PKR 29.42	Order finalized; demand fully adjusted against Income Tax Refund for Tax Year 2022.	Issuer is contesting the demand before the Tribunal and based on the merits of the case, is hopeful of a favourable outcome.
      3-Jun-24		2021- 2022	PKR 12.67	Appeal pending before ATIR; disputed amount adjusted against Income Tax Refund.	Issuer is contesting the demand before the Tribunal and based on the merits of the case, is hopeful of a favourable outcome.

   4. Action taken by the Securities Exchange against the issuer or associated listed companies of the issuer during the last three years due to noncompliance of its regulations.

      N/A

   5. Any outstanding legal proceedings other than the normal course of business involving the issuer, its sponsors, substantial shareholders, directors and associated companies, over which the issuer has control, that could have material impact on the issue.

      There are currently no legal proceedings other than the normal course of business involving the Issuer, its sponsors, substantial shareholders, directors and associated companies, over which the issuer has control, that could have material impact on the issue.

2. ‌SIGNATORIES TO THE OFFER DOCUMENT