Lse Capital LimitedPSX: LSECL

Right share - offer document

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OFFER DOCUMENT | LSE CAPITAL LIMITED





ADVICE FOR INVESTORS

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISKS. THE INVESTORS ARE REQUIRED TO READ THE RIGHTS SHARE OFFER DOCUMENT (HEREIN REFERRED TO AS 'OFFER DOCUMENT') AND RISK FACTORS CAREFULLY, ASSESS THEIR OWN FINANCIAL CONDITIONS AND RISK-TAKING ABILITY BEFORE MAKING THEIR INVESTMENT DECISIONS IN THIS OFFERING.

RIGHT ENTITLEMENT LETTER IS TRADABLE ON PSX, RISKS AND REWARDS ARISING OUT OF IT SHALL BE SOLE LIABILITY OF INVESTORS.

This document is issued for the purpose of providing information to shareholders of the Company and to the public in general in relation to the rights issue of Rs. 123,466,550, consisting of Ordinary Shares of 24,693,310 by LSE Capital Limited. A copy of this document has been registered with the Securities Exchange.

This offer document is valid till May 4, 2026 (i.e., 60 days from the last day of payment of subscription amount)





SCHEDULE I

CIRCULAR UNDER SECTION 83 OF THE COMPANIES ACT, 2017 THE COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020

RIGHT SHARE - OFFER DOCUMENT

Registered Office: The Exchange Hub, LSE Plaza, 19-Kashmir Egerton Road, Lahore, Pakistan, Contact Details: Phone + 92 321 4693229, Email: sajjad@lse.com.pk, Website: https://lse.com.pk, Contact Person: Muhammad Sajjad Hyder - Company Secretary, Date of Incorporation: 22nd January, 1986, Place of Incorporation Lahore, Company Registration No. (CUIN): 0013999, Share Registrar: FD Registrar Services (Pvt) Ltd., Address: 1705, 17th Floor, Saima Trade Tower-A. I.I. Chundrigar Road, Karachi-74000, Tel: +92-21 32271905-6. Email: fdregistrar@yahoo.com, info@fdregistrar.com website: www.fdregistrar.com.

Circular under Section 83(3) of the Companies Act, 2017 and Schedule 1 under the Companies (Further Issue of Shares) Regulations, 2020 for issue of 24,693,310 (Twenty-four million six hundred ninety-three thousand three hundred ten) ordinary shares by way of Rights (i.e. 6.82%, of the existing paid-up capital of LSE Capital Limited) at an offer price of PKR 5/- per share (i.e. at par) for an aggregate issue size of PKR 123,466,550/- (Pak Rupees One hundred twenty-three million four hundred sixty-six thousand five hundred fifty only) at a ratio of 6.82 rights shares for every 100 shares held. Website: This offer document is available for download at:

  1. https://lse.com.pk/LSECL-R1.php.

  2. https://www.psx.com.pk

OFFER DOCUMENT | LSE CAPITAL LIMITED







  1. Details of the current right issue

    Description of

    the Issue

    Size of the

    Issue

    Issue Price

    per Share

    No. of

    Shares

    Par Value

    per Share

    Share

    Premium

    Proportion

    of Right

    Issuance of Ordinary Shares by way of right

    Rs.

    123,466,550

    Rs. 5.00 per Share

    24,693,310

    Rs. 5.00 per Share

    Rs. Nil per Share

    6.82% Right Issue

  2. Other Detail

    1. Date of Final Offer Letter

    February 2, 2026

    2. Date of placing offer document on PSX for public

    comments.

    Not opted

    3. Date of Book Closure - From

    February 10, 2026

    4. Date of Book Closure - To

    February 10, 2026

    5. Commencement of trading of unpaid Rights on the PSX

    February 12, 2026

    6. Last date of trading of Rights Letter

    February 26, 2026

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

    physical form - Last payment date

    March 5, 2026

    8. Website address from where the offer documents can be downloaded

    https://lse.com.pk/LSECL-R1.php.

  3. Details of the relevant contact persons

    Description

    Name of person

    Designati

    on

    Contact

    Number

    Office Address

    Email ID

    Authorized Officer of the Issuer

    Mr. Muhammad Sajjad Hyder

    Company Secretary

    +92321469322

    9

    The Exchange Hub, LSE Plaza, 19-Kashmir Egerton

    Road, Lahore.

    sajjad@lse.com.pk

    Underwriter

    Muhammad Munir Muhammad Ahmed Khanani Securities Limited (Abdul Razzak)

    Chief Financial Officer

    +92213649003

    4

    Room No. 623-

    627,631-632 6th

    Floor, 724 7th Floor, Stock Exchange Main Building, Stock Exchange Road, Karachi.

    Banker to the Issue

    Faysal Bank Limited (Hafiz Imran)

    Branch Manager

    +92321415699

    3

    Property # S-86-R, 405-Ferozepur Road, Naseerabad,

    Lahore.





    ID :

    Type : Amount :

    PB-LHR•£B03F92B0Z4C0F89

    Low DenomTnaflon Rs 300/-





    scan for onI‹ne verification

    Description : ArF DAViT- 4



    Applicant : Munammad Usman [37405-7030262-3]

    S/O : Chaudhry Muhammad Abbas

    Agent : Zaheer [35202-2742081-1]

    Address : Rawalpindi

    Issue Date : 16-.an-2026 4:OF:09 PM Oelisted On/Validity : 23-.an-2026

    Amount in Words : Three Hundred Rupees Only Reason : To; SECP

    Vendor Informanon : Hafiz Hassan Butt | PB-LHR-95 | Turner Road



    UNDERTAKING BY THE ISSUER SIGNED BY CEO & CFO

    1/We, AHab Ahmad, the Chief Executive Officer and Muhammad Usman, Chief Financial Officer of the Company, certify that;

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

    1. The information contained in the Offer Document is true and correct to the best of our knowledge and belief;

    2. The opinions and intentions expressed herein are honestly held;

    3. There are no other facts, the omission of which would make the Offer Document misleading on the whole or any part thereof; and

    4. All requirements of the Companies Act, 2017, the Cont panies (Further Issue of Shares) Regulations, 2020, the Central Depository Company and that of PSX pertaining to the night Issue have been fulfilled.



      Muhammad

      Chief



      For and on half of LSE Capital Limited

      Chief xec ive Officer





      IO: PB-LHR-8FC214D#D2231EBF

      Type : Low Denomination

      Amount : Rs 300/-

      Description : AFFIDAVIT- 4

      Applicant : Aftab Ahmad [35201-283t8t3-3]

      S/O : Riaz Ahmad Chaudhry

      Agent : Self

      Address : Lahore

      Issue Date : 16-Jan-2026 3:48:36 PM Delisted On/validity: 23-Jan-2026

      Amount in Words : Three Hundred Rupees Only

      Reason : To; SECP

      Vendor Information : Hafiz Hassan Buc | PB-LHR-95 I Turner Road





      Scan for online verification



      UNDEIITAKING OF THE BOARD

      We, The Board of Directors of LSE Capital Limited, hereby confirm that:

      ii iii lV

      V

      vi

      vii

      All material information as required under the Companies Act, 2017, the Securities Act, 2015, the

      Companies (Further Issue of Shares) Regulations, 2020, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited, has been disclosed in this Offer Document and that whatever is stated in offer document and in the supporting documents is true and correct to the

      best of our knowledge and belief and that nothing has been concealed.

      All material information, including risks that would enable the investor to make an informed decision, has been disclosed in the Offer Document.

      Right Issue is the discretion of Board of the Issuer and it neither requires the approval of the

      Commission nor the Securities Exchange.

      The comments from the Securities Exchange and the SECP were received on Ian 29, 2026 and January 26, 2026, respectively, which have been duly incorporated in this document.

      The Board has ensured the updation of the draft Offer Document in the light of Securities Exchange and SECP comments.

      The Board has disclosed all the comments received along with the explanations as to how they are

      addressed, on the website of the Company as well as the PSX.

      The final Offer Document was submitted to the Commission and placed on the web site of PSX on

      along with the book closure dates and relevant right issuance timelines. (i.e. within 20 working days from the date of receipt of comments of PSX and SECP).

      1. The statutory auditor (M/s llyas Saeed & Co., Chartered Accountants) of the Issuer shall submit half yearly report to the Issuer regarding utilization of proceeds in the manner referred to in the final Offer Document. the Issuer will include the report of the statutory auditor, along with its comments thereon, if any, in its half yearly and annual financial statements.

      2. Names of the dissenting directors (if any) are as under: NIL

      The board has exercised its discretion not to seek public comments on the offering documents.





      For and on behalf of the Board of Directors:

      d

      Chief Executive Officer

  4. Disclaimer

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

    The Securities Exchange and the SECP disclaims:

    1. Any liability whatsoever for any loss however arising from or in reliance upon this document to anyone, 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 with respect to the quality of the issue.

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

  5. Glossary of Terms

    BOD

    Board of Directors

    LSECL or Company or Issuer

    LSE Capital Limited

    Companies Act

    Companies Act, 2017

    CDC

    Central Depository Company of Pakistan Limited

    CDS

    Central Depository System

    PKR or Rs.

    Pakistani Rupees

    PSX or Securities Exchange

    Pakistan Stock Exchange Limited

    SECP or Commission

    Securities and Exchange Commission of Pakistan

    NCCPL

    National Clearing Company of Pakistan Limited

    SPACs

    Special Purpose Acquisition Companies

    IPO

    Initial Public Offering

    SPO

    Secondary Public Offering

  6. Definitions

Banker to the Issue

The bank in which the subscription money is received.

Faysal Bank has been appointed as Bankers to the Issue, in this Right Issue

Book Closure Date

The Book Closure shall commence from February 10, 2026, to February 10,

2026.

Issue

Issue of 24,693,310 right shares representing 6.82% of the existing paid-up

capital of the Company.

Issue Price

PKR 5/- per share, the price at which the right shares of the Company are being

offered for subscription by the existing shareholders of the Company.

Market Price

The latest available closing price of the share.

Net Worth

Total assets minus total liabilities

Ordinary Shares

Ordinary Shares of LSE Capital Limited having face value of PKR 5/- each.

Regulations

The Companies (Further Issue of Shares) Regulations, 2020.

Right Issue

Shares offered by a company to its members strictly in proportion to the shares

already held in respective kinds and classes.

SPAC

A Special Purpose Acquisition Companies with no commercial operations that is formed strictly to raise capital through an IPO for the purpose of acquiring

an existing company.

SPO

A Secondary Public Offering is an offering of shares of a company to the public

after the company has already gone through an Initial Public Offering.

Sponsor

A person who has contributed initial capital in the issuing company or has the right to appoint majority of directors on the board of the issuing company directly or indirectly. A person who replaces the person referred to above; and a person or group of persons who has control of the issuing company whether

directly or indirectly.



Table of Contents: Sr. Content Page No.

1

Salient Features of the Right Issue

9

2

Subscription Amount Payment procedure

13

3

Profile of management and sponsors

14

4

Financial Details of the Issuer

18

5

Risk Factors

24

6

Legal Proceedings

26

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

      a)

      Description of issue

      Issuance of new ordinary shares by way of rights to existing shareholders of the Company, at PKR 5/- (Pak Rupees Five only)

      per share, as per their proportional entitlement.

      b)

      Size of the proposed issue

      The Right Issue consists of 24,693,310 Right Shares (i.e., 6 . 8 2 % of the existing paid-up capital of LSE Capital Limited) at an offer price of PKR 5.00 per share for an aggregate issue size of PKR 123,466,550 (Pak Rupees One hundred twenty-three million four hundred sixty-six thousand five hundred fifty

      only) at a ratio of 6.82 rights shares for every 100 shares held.

      c)

      Face value of the share

      PKR 5/- each

      d)

      Basis of determination of price of the Right Issue

      The right issue is being carried out at par.

      Justification of issue of shares at par instead of issuing at market value:

      company's capital base and support future growth

      plans, rather than to raise funds at a premium.

      e)

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

      Aggregate issue size of PKR 123,466,550 (Pak Rupees One hundred twenty-three million four hundred sixty-six thousand five hundred fifty) at a ratio of 6.82 rights shares for every 100 shares held.

      f)

      Date of Decision of the BOD wherein the right issue was approved

      Resolution by Circular dated January 16, 2026.

      g)

      Name of directors approving the Decision:

      The Resolution by Circular was approved by following directors:

      • The Right Issue has been proposed at par value instead of the prevailing market value to ensure equitable participation by all existing shareholders in proportion to their current shareholding, without causing any undue financial burden.

      • Further, the objective of the issue is to strengthen the

      • Mr. Shoaib Mir: Chairman/ Independent

      • Mr. Aftab Ahmad: MD/CEO

      • Ms. Aasiya Riaz: Non-Executive

      • Mr. Muhammad Iqbal: Non-Executive

      • Mr. Hafiz Mudassir Alam: Non-Executive

      • Ms. Shumaila Siddiqui: Independent

      h)

      Brief purpose of utilization of right issue proceeds

      The purpose of this issue shall be to raise funds for making investment in Associates/ Earmarked for SPACs and make other investments in pre-IPO, IPO and SPO offering companies. However, it must be noted that the Board shall have the discretion of using the whole or part of the subscription money in any of the entities indicated in the broader utilization plan, given hereunder:

      i)

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

      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

      • Total PKR 123.46 million funds required for the Project

      • PKR 75.00 million for investment SPAC

      • PKR 48.46 million for other investments in Associates/SPO/IPO offering Companies

      • 100 % funds financed through the Right Issue

      • 0% funds financed by other sources

      • Time of complete utilization of proceeds - 11-Jul-2026

      • To Invest PKR 75 million in SPACs. A SPAC is a company with no commercial operations that is formed strictly to raise capital through an IPO for the purpose of acquiring an existing company.

      • To make investments up to PKR 48.46 million in Associates. Besides associates, this portion of the funds is more broadly allocated for investing in pre-IPO, IPO and SPO offering companies and investments in shares of other companies carrying variable rights and privileges, such as preference shares, etc.

      • However, the Board of the Company shall have the discretion to allocate the whole or any part of the subscription money towards any of the above utilization.

    2. Principal Purpose of the Issue and funding arrangements:
      1. Details of the principal purpose of the issue.

        Sr.

        Funds Generated from the Further Issue will be utilized as under

        PKR

        %age

        1

        Earmarked for SPACs

        75,000,000

        61%

        2

        Invest in pre-IPO, IPO & SPO offering companies/ Investment in Associates

        48,466,550

        39%

        Total Fund Required

        123,466,550

        100%

        Principal purpose of the Issue and funding arrangements: The purpose of this issue shall be to raise funds for making investment in Associates/ Earmarked for SPACs and make other investments in pre-IPO, IPO and SPO offering companies. However, it must be noted that the Board shall have the discretion of using the whole or part of the subscription money in any of the entities indicated in the broader utilization plan.
      2. Additional disclosures relating to purpose of the issue shall be made in case of the following:

        a. If purpose of the issue is to finance a project

        Not Applicable

        b. If purpose of the issue is to finance working

        capital

        Not Applicable

        c. If purposes of the issue is to purchase Plant/

        Equipment/ Technology

        Not Applicable

        d. If the purpose of the issue is to acquire Land

        Not Applicable

        e. If the purpose of the issue is to acquire intangible

        assets

        Not Applicable

        f. If purpose of the issue is loan/debt repayment

        Not Applicable

        g. If purposes of the issue is BMR/investment in

        greenfield project

        Not Applicable

        h. If purpose of the issue is to acquire a company

        the Companies Act. 2017.

        1. "Currently" Not Applicable but includes investment in SPAC.

        2. Prior to investing right proceeds into SPACs, the Company would obtain specific approval u/s 199 of

    3. General Requirements:

      1. The necessary shareholders' approval was obtained on November 27, 2025, at the Annual General Meeting of the Company, in compliance with Section 199 of the Companies Act, 2017, and related regulations, to invest right issue proceeds in associated companies, including SPACs. However, specific approval of shareholders will be obtained by the Company u/s 199 of the Companies Act, 2027 and the Companies (Investment in Associates Companies or Associates Undertaking) Regulations, 2017 before investing right issue proceeds in the associated company i.e. SPACs. And additional disclosures relating to purpose of the issue to acquire a company will be made in accordance with regulations.

      2. Estimated timeline of investment: July 2026
    4. Financial Effects Arising from Right Issue:

      Measuring Unit

      Pre-Issue

      Post Issue

      Increase in Percentage (%)

      Authorized Capital

      PKR

      2,500,000,000

      2,500,000,000

      Nil

      Paid-up Capital

      PKR

      1,811,533,450

      1,935,000,000

      6.82%

      Number of Shares

      Nos.

      362,306,690

      387,000,000

      6.82%

      Total Equity

      PKR

      3,166,636,932

      3,191,330,242

      0.78%

      Breakup Value

      PKR

      8.74

      8.25

      -5.65%

      Gearing Ratio*

      PKR

      0.11

      0.12

      2.75%

      Production Capacity

      PKR

      N/A

      N/A

      Nil

      * Gearing Ratio (Debt-to-Equity i.e.,362 million to 3,166 million)
    5. Total expenses to the issue:

      Underwriting

      PKR 2,000,000

      Bankers Commission

      PKR 500,000

      SECP/PSX/CDC

      PKR 940,000

      Other Expenses

      PKR 560,000

      Total Expenses

      Up to PKR 4,000,000

    6. Details of Underwriters:

      Name of the Underwriter

      Amount Underwritten (PKR)

      Associated Company/

      Associated undertaking of the Issuer (YES /NO)

      Muhammad Munir Muhammad Ahmed

      Khanani Securities Limited

      123,466,550

      NO

    7. Commitments from substantial shareholders/directors:

      The entire Issue is being underwritten. Hence, in order to improve the liquidity in the scrip of the Company, the Board shall have the discretion to seek any prior commitment from any of the following substantial shareholders or otherwise:

      Name of the Person

      Status (Substantial Shareholder/Director

      Number of Shares Committed to be Subscribed

      Amount Committed to be Subscribed (PKR)

      Shareholding

      % - pre-Issuance

      Shareholding

      % - post-issuance

      Subscription by Substantial Shareholders

      LSE Ventures Limited

      Shareholder

      3,977,559

      19,887,795

      16.11%

      16.11%

      Zahid Latif Khan Securities (Pvt) Ltd

      Shareholder

      3,066,702

      15,333,510

      12.42%

      12.42%

      Mrs. Humera Muhammad Iqbal

      Shareholder

      827,222

      4,136,110

      3.35%

      3.35%

      Acme Mills (Private) Limited

      Shareholder

      676,187

      3,380,935

      2.74%

      2.74%

      Icon Management (Private) Limited

      Shareholder

      122,983

      614,915

      0.50%

      0.50%

      Total 8,670,653 43,353,265 35.11% 35.11%

      Directors

      Aftab Ahmad

      Director

      907,420

      4,537,100

      3.67%

      3.67%

      Muhammad Iqbal

      Director

      574,553

      2,872,765

      2.33%

      2.33%

      Shoaib Mir

      Director

      0

      0

      0.00%

      0.00%

      Hafiz Mudassir Alam

      Director

      0

      0

      0.00%

      0.00%

      Aasiya Riaz

      Director

      0

      0

      0.00%

      0.00%

      Shumaila Siddiqui

      Director

      0

      0

      0.00%

      0.00%

      Total 1,481,973

      7,409,865

      6.00%

      6.00%

      Grand Total

      10,152,626

      50,763,130

      41.11%

      41.11%

      Commitments from Underwriter

      Muhammad Munir Muhammad

      Ahmed Khanani Securities Limited

      Underwriting (100%)

      24,693,310

      123,466,550

      100.00%

      Total

      24,693,310

      123,466,550

      100.00%

    8. Fractional Rights Shares:

      Fractional shares, if any, will not be offered and all fractions less than a share will be consolidated and disposed of by the Company and the proceeds from such disposition shall be paid to such of the entitled shareholders as may have accepted such offer as per the applicable Regulations.

    9. Important Dates:

      Tentative Schedule for Issuance of Letter of Rights

      Book Closure: From February 10, 2026, to February 10, 2026

      Sr.

      Procedure

      Day

      Date

      1

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

      Wednesday

      11/02/2026

      2

      Dispatch of Letter of Right (LOR) to physical shareholders

      Friday

      13/02/2026

      3

      Intimation to Stock Exchange for dispatch of physical Letter of Rights

      Friday

      13/02/2026

      4

      Commencement of trading of unpaid Rights on the Securities Exchange

      Thursday

      12/02/2026

      5

      Last date for splitting and deposit of Requests into CDS

      Tuesday

      17/02/2026

      6

      Last date of trading of letter of Rights

      Thursday

      26/02/2026

      7

      Payment of subscription amount start date

      Thursday

      12/02/2026

      8

      Last date for acceptance of payment

      Thursday

      05/03/2026

      9

      Allotment of shares and credit of Shares into CDS

      Thursday

      19/03/2026

      10

      Date of dispatch of physical shares certificates

      Thursday

      19/03/2026

  2. SUBSCRIPTION AMOUNT PAYMENT PROCEDURE

    1. Payment as indicated above should be made by cash or crossed cheque or demand draft or pay order made out to the credit of "LSE Capital Limited - Right Subscription Account" through any of the authorized branches of Faysal Bank Limited on or before March 5, 2026 along with this Right Subscription Request duly filled in and signed by the subscriber(s).

    2. Right Subscription Request can be downloaded from the Company's website https://lse.com.pk/LSECL-R1.php.

    3. In case of Non-Resident Pakistani / Foreign shareholder, the demand draft of the equivalent amount in Pak Rupees should be sent to the Company Secretary, LSE Capital Limited at the registered office of the issuer along with Right Subscription Request (both copies) duly filed and signed by the subscriber(s) with certified copy of NICOP / Passport well before the last date of payment.

    4. All cheques and drafts must be drawn on a bank situated in the same city where the Right Subscription Request is deposited. Cheque is subject to realization.

    5. The Banker(s) to the Issue will not accept Right Subscription Requests delivered by post which may reach after the closure of business on March 5, 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 5, 2026

      shall be treated as acceptance of the Right offer.

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

  3. PROFILE OF MANAGEMENT AND SPONSORS

    i. Profile of Board of Directors:

    Sr.

    Names of Director

    Address

    Brief Profile

    Directorship held in other

    Companies

    1

    Mr. Shoaib Mir:

    5th Commercial

    Mr. Shoaib Mir is a retired Pakistani civil

    Chairman/

    Street, House no.

    servant from the Pakistan Administrative

    Independent

    44/2, Phase 4

    Service who served in BPS-22 and was

    Director

    DHA, Karachi

    promoted to Federal Secretary in December

    2017. His distinguished career includes key

    Tenure: 2years

    roles such as Chief Secretary Balochistan,

    Education Secretary of Pakistan, and

    Chairman, State Life Insurance Corporation

    of Pakistan, along with appointments as

    Additional Secretary, Establishment

    Division, and Principal Secretary to the

    Governor of Balochistan.

    He holds an MBBS degree, a diploma from

    Harvard Kennedy School, Boston, and is

    director-certified by the Pakistan Institute of

    Corporate Governance.

    2

    Mr. Aftab Ahmad

    Farmhouse No. 16,

    Mr. Aftab Ahmad Chaudhry, is a market

    Chief Executive

    Street No. 12, Chak

    practitioner engaged in deals advisory, M&A

    Officer/Executive

    Shahzad,

    and equity capital investments. Alongside,

    Director

    Islamabad

    he also works on some community

    development initiatives.

    Tenure: 3years

    With the take-over & restructuring of the

    successor of Lahore Stock Exchange (LSE),

    he, alongside his fellow value investors, has

    set up some new LSE companies. The

    motivation for the creation of each LSE

    • Sui Northern Gas Pipeline Limited

    • Security Papers Limited

    • Orix Leasing Pakistan Limited

    • Pakistan Cables Limited

    • Pakistan Reinsurance Company Limited

    • International Industries Limited

    • LSE Capital Limited.

    • LSE Ventures Limited.

    • LSE SPAC-I Limited

    • LSE Financial Services Limited.

    • Pakistan Mercantile Exchange Limited.

    • National Clearing Company of Pakistan Limited.

    company has been to continue following LSE's original mission & legacy of expanding the availability of listed companies/products, broadening investors' access, and advancing market eco-system in Pakistan.

    He is a former military officer who later served as the Managing Director of Islamabad Stock Exchange and Lahore Stock Exchanges from 2022 to 2016. He also led the regional industry association-South Asian Federation of Exchanges, working for the promotion of regional economic integration during this period.

    He holds an MBA degree from Nicholls State University, and is also an alumnus of the Executive Management Program of the

    Stanford University, USA.

    3

    Ms. Aasiya Riaz Non-Executive Director

    33 - Abdul Rehman Road, Lahore Cantt.

    Strategic, results-oriented leader with over two decades of experience in executive and board governance, policy development,

    Tenure: 3years

    influence and advocacy, stakeholder

    management and corporate communication.

    Limited.

    Leadership in large-scale initiatives and

    achieving strategic objectives in public,

    private, regional and international domains.

    Expertise in thought leadership in public

    diplomacy, policy and governance reform,

    4research and narrative building. Adept at

    multi-layered institutional reform and

    Advisory and Mentorship roles. Experienced

    public speaker, commentator and analyst.

    4

    Mr. Muhammad

    House No. 37 - A,

    Mr. Muhammad Iqbal Usman is a seasoned

    Iqbal

    Golf Course Road,

    industrialist, capital markets professional

    Non-Executive

    Phase IV, DHA,

    and a fellow member of Institute of

    Director

    Karachi

    Chartered Accountants of Pakistan with

    extensive experience in the textile, sugar and

    Tenure: 3years

    construction sectors. Furthermore, Mr. Iqbal

    has been associated with the Pakistan Stock

    Exchange as a member since 1990 and is as

    successful stock market investor. He has

    been Chairman of the Board of Directors at

    Al-Abbas Sugar Mills Ltd. and Acme Mills

    Pvt. Limited, former Chief Executive of

    Security

    Stock Fund and a former director of BMA

    Capital Management. Mr. Iqbal started his

    career as a tax consultant and a Chartered

    Accountant in the year 1969.

    5

    Ms. Hafiz Mudassir Alam

    Non-Executive Director

    House no. 66, St. no. 66, Sector I-10/1, Islamabad

    Mr. Hafiz Mudassir Alam is an Information Security and Governance Consultant with over 15 years of experience in implementing ISO 27001, ISO 9001, and ISO 22301 across

    multiple industries. His expertise includes

    • LSE Capital Limited.

    • LSE Ventures Limited.

    • LSE Financial Services

    • LSE SPAC-I Limited

    • LSE Capital Limited

    • LSE Ventures Limited

    • ACME Mills (Pvt.) Limited

    • ICON Global (Pvt.) Limited

    • Suraj Cotton Mills Limited.

    • Digital Custodian Company Limited

    Tenure: 2years

    ISMS development, GRC, compliance readiness, and internal auditing, with a strong record of supporting organizations through successful certification processes and strengthening security frameworks.

    He is EU Blue Card eligible (Anabin H+), based in Portugal and open to relocation across Europe. He is a Certified ISO 27001 Lead Auditor, with training in CCNA, CCNP, and MCSE.

    6

    Ms. Shumaila Siddiqui Independent Director

    Tenure: 2years

    Apt.# B-5,Sughra Towers, Street # 73,F-11/1,

    Islamabad.

    Ms. Shumaila Siddiqui is an accomplished professional, serving as an Executive Board Member at the Chamber of Commerce and a Director at LSE Capital. She also works as an interior designer and PR consultant, with experience across B2B and B2C engagements.

    She contributes as a columnist for various newspapers and appears on international media platforms to discuss global economic trends and geopolitics, with a strong commitment to continuous learning and

    professional development.

    ii. Profile of Management:

    1

    Mr. Muhammad

    The Exchange

    Mr. Muhammad Usman has been serving as

    Usman

    Hub, LSE Plaza,

    the Group Chief Financial Officer at LSE

    Chief Financial

    19-Khayaban

    Enterprises, which includes LSE Capital

    Officer

    Kashmir, Egerton

    Limited, LSE Ventures Limited, and LSE

    Road, Lahore

    Financial Services Limited, since 2024.

    He is a results-driven professional with over

    12 years of extensive experience in

    compliance, regulatory and statutory

    reporting. His expertise also encompasses

    industry analysis, project evaluation, REIT

    modeling, financial restructuring, the

    insurance sector, and corporate affairs.

    Mr. Usman has worked with various

    national and international organizations

    including the Securities and Exchange

    Commission of Pakistan, the South Asian

    Federation of Exchanges, etc. He has been

    involved in certain IPO-related advisory

    projects. On the voluntary engagement side,

    he has been associated with the Women on

    Board (WOB) initiative and conducted

    advocacy corporate sessions on women's

    empowerment.

    He holds a Master of Business

    Administration degree with a specialization

    in Finance from Bahria University,

    Islamabad. He has also earned a Certificate in

    Insurance from the Chartered Insurance

    Institute (CII) in the UK

    • Elite Brands Limited (Director)

    • Digital Custodian Company Limited (Director)

    2

    Mr. Muhammad Sajjad Hyder Company Secretary

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

    Mr. Sajjad is serving as the Company Secretary of all the companies of LSE Group, including LSE Ventures Limited, LSE Financial Services Limited and LSE Capital Limited. He has been associated with LSE Group since before the Integration of Stock Exchanges in January-2016 resulting the conversion of erstwhile Lahore Stock Exchange Limited into presently LSE Financial Services Limited.

    Mr. Sajjad holds the degree of Masters in Finance (MBA) from University of the Punjab, Lahore.

    1. Profile of Sponsor(s)

      Sr.

      Names of Sponsor

      Date of

      Incorporation

      Name of Directors

      %age of Shareholding

      1

      LSE Ventures Limited

      18th July 2022

      16.11%

      LSE Ventures Limited (LSEVL) manages

      CUIN: 0206407

      equity investments in emerging and growth-

      stage companies requiring strategic capital to

      support ongoing and future operations. It

      also oversees the legacy equity investments of

      the erstwhile Lahore Stock Exchange, making

      LSEVL a key stakeholder in Pakistan's capital

      market infrastructure, with shareholdings in

      PACRA, NCCPL, CDC, and PMEX.

      • Mr. Muhammad Iqbal

      • Mr. Aftab Ahmad

      • Ms. Aasiya Riaz

      • Mr. Sardar Shahbaz Iqbal

      • Ms. Mehr Saleem

      • Mr. Saleem Ahmed Ranjha

      • Mr. Tabassum Munir

      DETAILS OF THE ISSUER
      1. Financial highlights of Issuer for last three years:

        Audited Account

        FY2025

        Audited Account

        FY2024

        Audited Account

        FY2023

        Name of Statutory Auditors

        Kreston Hyder Bhimji & Co.

        Kreston Hyder Bhimji & Co.

        Rafaqat Mansha

        Mohsin Dossani Masoom & Co.

        Rs. In million

        Total Revenue

        471.48

        131.87

        23.35

        Gross Profit / (Loss)

        (46.39)

        (30.74)

        (3.44)

        Profit Before Tax

        306.49

        79.53

        100.03

        Taxation

        (67.91)

        41.48

        (16.25)

        Net Profit/Loss

        238.59

        121.00

        83.78

        Accumulative Profit/Loss

        984.07

        792.02

        24.66

        Total Assets

        3,528.66

        3,591.23

        322.39

        Total Liabilities

        362.02

        620.36

        39.62

        Net Equity

        3,166.64

        2,970.87

        282.78

        Break-up value per share

        Rs. 17.48

        Rs. 16.39

        Rs. 13.46

        Earning/Loss per share

        Rs. 1.31

        Rs. 2.65

        Rs. 3.98

        Dividend Announced

        Nil

        Rs. 0.50

        Nil

        Bonus Issue

        Nil

        Nil

        50

      2. Financial highlights for preceding one year of consolidated financial statements

        Audited Account

        FY2025

        Name of Statutory Auditors

        Kreston Hyder Bhimji & Co.

        Rs. In million

        Total Revenue

        471.63

        Gross Profit/ (Loss)

        (46.98)

        Profit before tax

        306.05

        Taxation

        (67.91)

        Net Profit/Loss

        238.14

        Accumulative Profit/Loss

        919.74

        Total Assets

        3,528.26

        Total Liabilities

        362.07

        Net Equity

        3,166.19

        Break-up value per share

        Rs. 17.48

        Earning/Loss per share

        Rs. 1.31

      3. Detail of issue of capital in previous five years:

        Right Issue '000

        FY2025

        FY2024

        FY2023

        FY2022

        FY2021

        Percentage

        Numbers of Shares

        Amount Raised

        Unsubscribed portion

        NIL

        Unsubscribed portion

        allotted by BoD

        Unsubscribed portion

        taken up by the

        Underwriter

      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 26th August 2025 to 26th January 2026) is PKR 4.35 per share.
      5. Share Capital and Related Matters:

        1. The pattern of shareholding of the issuer in both relative and absolute terms (as on Dec 31, 2025):

          Category of Shareholders

          Shares Held

          % of Holding

          Directors, Chief Executive Officer their Spouse(s) and Minor Children, if any.

          33,881,136

          9.35%

          Associated Companies, Undertakings and Related Parties

          115,080,910

          31.76%

          Executives

          1,200

          0.00%

          NIT and ICP

          58,568

          0.02%

          Banks Development Financial Institutions, Non Banking Financial Institutions

          27,922

          0.01%

          Insurance Companies

          34,072

          0.01%

          Modarabas and Mutual Funds

          508,132

          0.14%

          Joint Stock Companies

          81,172,741

          22.40%

          Others

          1,126,532

          0.31%

          General Public

          130,415,477

          36.00%

          362,306,690

          100.00%

        2. Number of shares held by the directors, sponsors & substantial shareholders of the Issuer (both existing and post right issue).

          Directors/Sponsors/Substantial Shareholder No. of Existing Shares* %Age No. of Shares After Right

          LSE Ventures Limited

          58,359,794

          16.11%

          62,337,353

          Zahid Latif Khan Securities (Pvt) Ltd.

          44,995,460

          12.42%

          48,062,162

          Mrs. Humera Muhammad Iqbal

          12,137,222

          3.35%

          12,964,444

          Acme Mills (Private) Limited

          9,921,204

          2.74%

          10,597,391

          Icon Management (Private) Limited

          1,804,452

          0.50%

          1,927,435

          Aftab Ahmad

          13,313,912

          3.67%

          14,221,332

          Muhammad Iqbal

          8,429,994

          2.33%

          9,004,547

          148,962,038

          41.11%

          159,114,664

          *December 31, 2025

        3. Group Structure of the Company (associated and subsidiary companies) till date:

          1. Associated Companies

            Sr.

            Entities

            LSECL

            %Age

            LSEVL

            %Age

            LSEFSL

            %Age

            DCCL

            %Age

            Shareholders

            Group

            1

            LSECL

            0.00%

            100,000,000

            27.84%

            423,042

            1.57 %

            17,001,796

            42.50%

            2

            LSEVL

            58,359,794

            16.11%

            0.00%

            7,667,245

            28.40%

            3,996,399

            9.99%

            3

            LSEFSL

            -

            0.00%

            -

            0.00%

            0.00%

            14,401,436

            36.00%

            4

            DCCL

            -

            0.00%

            -

            0.00%

            0.00%

            0.00%

            58,359,794

            16.11%

            100,000,000

            27.84%

            8,090,287

            29.96%

            35,399,631

            88.50%

            Total Shares

            362,306,690

            100%

            359,195,760

            100%

            27,000,000

            100%

            40,000,000

            100%

            *Pursuant to the Court Order No. C.O. 75382/2025 dated October 13, 2025, passed in the matter between LSE Financial Services Limited (LSEFSL) and Digital Custodian Company Limited (DCCL), the Court has approved the distribution of shares of LSE Capital Limited (LSECL) held by DCCL and LSEFSL to their respective shareholders under the Scheme, as well as the distribution of shares of LSE Financial Services Limited held by DCCL to its shareholders in accordance with the Scheme.

          2. Subsidiary Companies

            Sr.

            Holding Company

            Subsidiary

            %Age

            1

            LSECL

            LSE SPAC-I Limited

            100%

            2

            LSECL

            LSE Company Limited

            100%

            3

            LSECL

            LSE Management Limited

            100%

            4

            LSECL

            LSE Associates Limited

            100%

          3. The pattern of shareholding of associated companies (as on Dec 31, 2025):

    LSEVL

    Category of Shareholders

    Shares Held

    % of Holding

    Directors, Chief Executive Officer their Spouse(s) and Minor Children, if

    any.

    44,881,316

    12.49%

    Associated Companies, Undertakings and Related Parties

    111,983,444

    31.18%

    Executives

    1,000

    0.00%

    NIT and ICP

    30,930

    0.01%

    Banks Development Financial Institutions, Non Banking Financial Institutions

    3,888

    0.00%

    Insurance Companies

    200

    0.00%

    Modarabas and Mutual Funds

    1,975,620

    0.55%

    Joint Stock Companies

    126,634,693

    35.26%

    Others

    2,703,414

    0.75%

    General Public

    70,981,255

    19.76%

    359,195,760

    100.00%

    LSEFSL

    Category of Shareholders

    Shares Held

    % of Holding

    Directors, Chief Executive Officer their Spouse(s) and Minor Children, if

    any.

    5,708,855

    21.14%

    Associated Companies, Undertakings and Related Parties

    13,654,436

    50.57%

    Executives

    -

    0.00%

    NIT and ICP

    100

    0.00%

    Banks Development Financial Institutions, Non Banking Financial Institutions

    600

    0.00%

    Insurance Companies

    802

    0.00%

    Modarabas and Mutual Funds

    9

    0.00%

    Joint Stock Companies

    138,802

    0.51%

    Others

    3,067

    0.01%

    General Public

    7,493,329

    27.75%

    27,000,000

    100.00%

    DCCL

    Category of Shareholders

    Shares Held

    % of Holding

    Directors, Chief Executive Officer their Spouse(s) and Minor Children, if any.

    9

    0.00%

    Associated Companies, Undertakings and Related Parties

    35,399,631

    88.50%

    Executives

    2,300,180

    5.75%

    Others

    2,300,180

    5.75%

    40,000,000

    100.00%

    vi. Details and shareholding of the holding company, if any. Not Applicable

  4. RISK FACTORS Risk Associated Description Internal/ External Risk Remarks Undersubscription Risk

    There is a risk that the Right Issue may get undersubscribed due to lack of interest from shareholders of the Company. Failure to secure the full PKR 123.46 million will directly impact on the intended investments.

    External The Right Issue is being carried out at a price which is less than the current share price in the market and hence there is no major Undersubscription Risk associated with the Right Issue. The substantial shareholders and directors of the Company have confirmed that they shall subscribe to (or arrange the subscription of) their respective right entitlements, To mitigate this risk, 100% of the Right Issue will be underwritten by an independent underwriter in accordance with the applicable laws. Credit Risk Credit risk is the potential for loss

    if a counterparty to a financial instrument fails to discharge its obligation. As an investment company, LSECL is exposed to credit risk primarily on its cash and bank balances, and any receivables from associates.

    Disclosure of Past Defaults: The Company confirms that there were no material advances or other receivables that have defaulted in the past three financial years (FY2023, FY2024, FY2025). The

    Company manages this risk by dealing with highly-rated financial institutions and associates, and any future default could negatively impact the financial performance of LSECL

    Liquidity Risk Liquidity risk is where an entity

    will encounter difficulty in meeting

    Internal The Company manages credit risk by dealing only with entities having sound financial standing.

    Internal The Company manages liquidity risk by maintaining adequate cash

    reserves and ensuring the

    obligations associated with financial liabilities.

    Latest Outstanding Financial Obligation: As of June 30, 2025, the Company's key outstanding financial obligation primarily relates to Specify Current Liabilities such as trade and other payables amounting to PKR 20 million. Ability to Honor Obligation: The Company maintains adequate cash balances and short-term liquid investments, and the proceeds from this Right Issue are intended to bolster the capital base, ensuring the Company's ability to honor these obligations.

    availability of funds through stable and sufficient revenue streams. Based on the above, the management believes the liquidity risk to be insignificant.

    Effect on Performance: Failure to meet obligations could result in legal action or penalties; however, no material adverse impact on LSECL's reputation or financial

    performance is anticipated.

    Investment Risk Risks associated with SPACs: The

    investment in SPACs is subject to

    the risk of the SPAC failing to complete its acquisition (de-SPAC) within the stipulated regulatory time, which could lead to losses or only the return of initial capital without any return.

    Risks associated with Pre-IPO/IPO/SPO:

    These investments are inherently high-risk, subject to market volatility, poor performance of the investee companies post-listing, and difficulty in accurate valuation of unlisted entities. The "valuation gaps" where unlisted entities may be overvalued during purchase compared to their eventual listing price.

    External This is inherent to LSECL's core

    business. Any material variation in

    the utilization of proceeds for SPACs or other categories requires prior shareholder approval.

    Risk of Purpose Variation: Should

    the disclosed investment in SPACs

    or other categories be varied, LSECL is required to obtain prior shareholder approval for material changes in the utilization of proceeds.

    Regulatory Risk Changes in SECP's regulatory

    framework for SPACs or capital

    markets could render the current investment strategy obsolete. Specifically, if LSE SPACs fail to meet the prescribed IPO or de-SPAC timelines due to changing compliance standards, LSECL's capital could be locked or devalued.

    Business Risk The possibility of reporting lower

    profits or losses due to poor selection of investee companies.

    External Investment is contingent on a stable regulatory environment. LSECL

    stays abreast of SECP circulars to ensure the SPAC's timelines remain compliant with the law.

    Internal Mitigated by a steady income stream from dividends of capital market

    infrastructure companies, providing a "safety net" against more speculative IPO/SPO investments.

    Economic Slowdown

    Deterioration of macroeconomic conditions (e.g., high interest rates or inflation) reduces market multiples, directly lowering the exit valuation of Pre-IPO and SPO investments. A slowdown shrinks the "appetite" for new listings, potentially delaying exits and trapping LSECL's capital.

    External Managed through a long-term, diversified portfolio approach to

    weather temporary market cycles.

    j. Additional risk factors relating to the following areas shall necessarily be disclosed in the offer document, wherever applicable:

    1. Approvals that are yet to be received by the issuer;

      No such risk is involved

    2. Seasonality of the business;

      No such risk is involved

    3. Risk associated with orders not having been placed for plant and machinery in relation to the principal purpose of the issue;

      Not Applicable

    4. Lack of experience of the Management to run the business;

      No such risk is involved

    5. If the issuer has incurred losses in the last three financial years;

      2025

      2024

      2023

      Net Profit

      Rs. 238,587,000

      Rs. 121,005,000

      Rs. 83,777,000

    6. Dependence of the issuer or any of its business segments upon a single customer or a few customers

      Not Applicable

    7. Loans, if any, taken by the issuer and its subsidiaries that can be recalled at any time.

      Not Applicable

    8. In case of outstanding debt instruments, any default in compliance with the material covenants;

      Not Applicable

    9. Default in repayment of loan by the issuer and associated group companies, if any.

      Not Applicable

    10. Potential conflict of interest of the Sponsors, substantial shareholders or directors of the issuer if involved with one or more ventures which are in the same line of activity or business as that of the issuer.

      Not Applicable

    11. Excessive dependence on any key managerial personnel for the project for which the issue is being made.

      Not Applicable

    12. Any material investment in debt instruments by the issuer which are unsecured.

      Not Applicable

    13. Pending legal Proceeding against the issuer and associated group companies, which could have material adverse comments.

      Nil

    14. Negative cashflow from operating activities in the last three preceding financial years.

      2025

      2024

      2023

      Net Cash used in

      operating Activities

      Rs. (342,705,000)

      Rs. 24,078,000

      Rs. (1,511,000)

      Since the main source of revenue is the return on investment, the Company's operating cash flows are negative.

    15. Any restrictive covenant that could hamper the interest of the equity shareholders.

      Not Applicable

    16. Low credit rating of the Issuer.

      Not Applicable

    17. Dependence of the issuer or any of its business upon a single customer or few customers, loss of any one or more may have material adverse effect on the issuer.

      Not Applicable

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

    Not Applicable DECLARATION:

    IT IS STATED THAT TO THE BEST OF OUR KNOWLEDGE AND BELIEF, ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS BEEN CONCEALED IN THIS RESPECT. Aftab Ahmad Chief Executive Officer
  5. LEGAL PROCEEDINGS:

    1. Any outstanding legal proceeding 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 issuer.

      NIL

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

      NIL

      Regulatory Authority

      Date of Action

      Description of Non-Compliance (Reason)

      Action Taken / Penalty Imposed

      Current Status

    3. Outstanding Legal Proceedings.

NIL SIGNATORIES TO THE OFFER DOCUMENTS

For and on behalf LSE Capital Limited



Aftab Ahmad Ms. Aasiya Riaz CEO/MD Director Schedule II The Companies (Further Issue of Shares) Regulations, 2020

Sr.

Comments Received

Whether the Company agree/ disagree

Proposed change, if Agreed/ Response

1

General Points

i

Disclose undertakings from the directors and substantial shareholders in the final offer document (OD) that they will subscribe to the right shares offered to them according to their entitlement, or arrange for subscription through

other persons

Agreed

Incorporated

ii

Specific approval of shareholders shall be obtained under section 199 of the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 before investing right issue

proceeds in the associated company i.e., SPACs.

Agreed

Incorporated

iii

Notice of aforesaid approval to the shareholders would inter alia, include the requirements as prescribed under clause 7 (ii) (h) of Schedule I of

the Regulations.

Agreed

Incorporated

iv

The Company will disclose the estimated timeline of the following in the final offer document:

  1. Injection of right issue proceeds, i.e. Rs. 75 million into SPACs by the Company; and

  2. Utilization of remaining right issue proceeds, i.e.

Rs. 48.466 million.

Agreed

Incorporated

v

Provide complete contact details of the Underwriter - in "Details of the relevant contact

persons".

Agreed

Incorporated

2

Cover Page - Other Detail

i

Dates of Final Offer Document and subsequent actions should be updated in light of new regulatory requirements notified vide

S.R.O.1665(l)/2025 dated August 29, 2025.

Agreed

Amended

ii

Provide complete download link of OD.

Agreed

Provided

3

Undertaking by the CEO and CFO

i

Undertaking shall be signed by the respective

signatories in the final offer document.

Agreed

Undertaking Signed

4

Undertaking by the Board of Directors

i

In clause vii, align the number of days for submission of final offer document to the Commission and placement on PSX website along

with the book closure dates as per revised

Agreed

Amended

timelines notified vide S.R.O.1665(I)/2025 dated

August 29, 2025.

ii

Add clause that no public comments are being

taken

Agreed

Incorporated

iii

In clause viii, mention the name of the statutory

auditor

Agreed

Incorporated

iv

Undertaking shall be signed by the respective

signatories in the final offer document.

Agreed

Undertaking Signed

5

Definitions

i

Briefly define the terms SPACs and SPO

Agreed

Defined

6

Salient Features of the Right Issue - Brief terms

of the right issue

i

In point (f) - rectify the date i.e., January 16, 2026

Agreed

Amended

7

Principal Purpose of the Issue and funding

arrangements

i

In para B clause (h),

  1. Add the word "Currently" before Not applicable;

  2. Disclose that prior to invest right proceeds into SPACs, the Company would obtain specific approval under Section 199 of the Companies Act,

2017.

Agreed

Amended

ii

Para iii to be updated in light of Commission's

comments under Section I(ii) and (iii

Agreed

Amended

iii

In para vii, Commitments from Underwriter,

mention the correct name of the underwriter.

Agreed

Amended

8

Financial Effects Arising from Right Issue

i

Rectify the amount mentioned against post issue

equity.

Agreed

Amended

9

Total Expense to the Issue

i

Disclose, if any of the party is an associated person

of the Company.

10

Fractional Right Shares

i

Align the fractional shares' distribution with the

Clause 7(viii)) of Schedule I of the Regulations

Agreed

Amended

11

Subscription Amount Payment procedure

i

In clause (i) mention the name of banker to the issue instead of "above-mentioned bank(s)".

Agreed

Incorporated

ii

In clause (ii), provide complete download link of

OD

Agreed

Incorporated

iii

In clause vii, align the number of days for credit of right securities in respective CDS accounts as per revised timelines notified vide S.R.O.1665(l)/2025

dated August 29, 2025

Agreed

Incorporated

12

Details of the Issuer - Financial highlights of

Issuer for last three years

i

Align the 'Gross Revenue' amount with the

amount disclosed in the financial statements

Agreed

Incorporated

ii

Under clause (ii), disclose consolidated financial highlights as required under Clause 10(ii) of

Schedule I of the Regulations

Agreed

Incorporated

iii

Under clause (iii), disclose the details of Right Issue made during last five years as prescribed format given in clause 10(iii) of Schedule I of the

Regulations.

Agreed

Incorporated

13

Average Market Price of the Share of the Issuer

During the last Six Months

i

Update the average market price of the Company's

share.

Agreed

Amended

14

Share capital and related matters Category of

shareholders

i

Disclose % shareholding in Para b - Number of Existing Shares held by the directors, sponsors &

substantial shareholders.

Agreed

Incorporated

15

Details of the Issuer

i

Disclose pattern of shareholding of associated

companies

Agreed

Incorporated

16

Risk Factor

i

Most of the Risk factors disclosed are generic in nature and need to be modified to make the same

specific to the Company and right issue

Agreed

Amended

ii

In regulatory risk, add regulatory risk, if any, that

may affect the investment in SPACs.

Agreed

Incorporated

iii

In economic slowdown, please elaborate how economic slowdown and deterioration of macroeconomic conditions can impact the valuation of

pre-ipo and SPO investments

Agreed

Amended

iv

Investment risk - Disclose the investment specific risks associated with utilization of proceeds into IPOs, SPOs, and SPACs and in case the disclosed

investment in SPACs is varied

Agreed

Amended

17

Signatories to the Offer Documents

i

The offer document shall be signed by the

respective signatories

Agreed

Incorporated

PSX Comments

Sr.

PSX Comments

Response

1

General Points

i

Obtain undertakings from the directors and substantial shareholders in the final offer document (OD) for subscription of the right shares offered to them according to their entitlement, or arrange for subscription through

other persons(s).

Incorporated

ii

Specific approval of shareholders shall be obtained under section 199 of the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 before investing right issue proceeds in the associated company i.e., SPACs.

Incorporated

iii

Notice of aforesaid approval to the shareholders would inter alia, include the requirements as prescribed under clause 7 (ii) (h) of Schedule I of the Regulations.

Incorporated

iv

Disclousre the estimated timeline of the following in the final offer document:

  1. Injection of right issue proceeds, i.e. Rs. 75 million into SPACs by the Company; and

  2. Utilization of remaining right issue proceeds, i.e. Rs. 48.466 million.

Incorporated

v

Complete contact details of the Underwriter - in "Details of the relevant

contact persons".

Incorporated

2

Cover Page - Other Detail

i

Dates of Final Offer Document and subsequent actions should be updated in light of new regulatory requirements notified vide S.R.O.1665(l)/2025 dated August 29, 2025.

Amended

ii

Provide complete download link of OD.

Provided

3

Undertaking by the CEO and CFO

i

Undertaking shall be signed by the respective signatories in the final offer

document.

Undertaking Signed

4

Undertaking by the Board of Directors

i

In clause vii, the number of days for submission of final offer document to the Commission needs to be aligned.

Amended

ii

Placement on PSX website via PUCARS along with the book closure dates as per revised timelines notified vide S.R.O.1665(l)/2025 dated August 29, 2025.

Incorporated

iii

Add clause that no public comments are being taken

Incorporated

iv

In clause viii, mention the name of the statutory auditor

Incorporated

v

Undertaking shall be signed by the respective signatories in the final offer

document.

Undertaking Signed

5

Definitions

i

Briefly define the terms SPACs and SPO

Defined

6

Salient Features of the Right Issue - Brief terms of the right issue

i

In point (f) - rectify the date i.e., January 16, 2026

Amended

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