'the General Manager
Pakistan Stock Exchange Limited
Stock Exchange 13uilding Stock Exchange Itoad Karachi-74000, Pakistan
hear Sir,
Subject: Submission cf Minutes ul" Buard Meeting - Material Inf‹›rmati‹›n Itcgarding Change of" M•zn:agement in the I3oard of Directors Fullu›ving Acquisition uf ubstantiaI Shareholding by CCL Holding (Prinate) Limited
We are pleased to submit herewith the naimttcs ot the Board of Directors' inceting ot Mitchell's Friiil Farms Limited held on October 1.6, 2025, at 14:00 pm l*Sq' at the Ftegistered Office. wherein the Board approved and ratitied the changes in the composltion of the Board of I0irectors. These changes are consequent to the recent acqilisition o1 a 40.63% shareholding in the Company by DCL Holding (Private) Limited. as approved by the Coiiipetition Conor issi‹in ot Pakistan on .Iilne 30. 2025. and formally cont pleteci on fJctof›er 15, 202 S.
This development constitutes material in1orn4‹it itin tinker Itcgulatitan 5.G. 1(d) of the PSX Regulations, pertaining to any change in the i3ourd oi Directors or key management pcrstinnc 1.
‹âJld is being dissent inated for the iniormation of alI concerned stakelaolhers. incI tiding fRf Ccrtiiicate Holders.
Thank you.
Yours Sincerely,
Anum Ali,
Conipany Secretary Mitchell's Fruit F arms Limited
Email: tintn ..ili'‹/ iii i1cheI1s.com. pl.
MINUTES OF TH E DOA HD MEET INOi t1F MITCHf.LLS FHU1T FAItMS
LIMITED HELIi ON 16 ' '' OCTOBElt 202fi AT 14:00 PM PST
A duly convened meeting of the l3oard ot' Directors ( 'Board") of Miichells 1 ruii k arm Limited (lhe "Company") was held at the registered Head Office ot the C oirpanj at 72 F.C.C. Gulberg IV, Lahore on Thursday, 16"' October, 2025. the minutes of the meeting are as under:
Director's Present:
Mr. Shazad Gh.ffar - Chairrnan of the Bo‹ird
Mr. Najam Aziz Sethi - Managing Director & C EO Mr. Syed M:inzar Hasan - Independent DiDecKoi Mr. Mujeeb Rashid - Independent Director
Mr. Aamir Amin Independent Director
Ms. Syeda Umme Kulsoom I mam I curate Hirector
Mr. Syed Muhammad Mchdi Mohsin was pcuntcrl ‹i lea› e of absence on account tiI lais personal engagement.
Chairman of the meeting:
Mr. Shazad Ghaffar took il e chair ("Chairman"). Quorum was noted to be present.
CONFIRM A TI ON OF THE LAST MEETING:
Minutes ot the last Board meeting held on 14"' Ocl9ber, 2025 at 14:00 pm PST. were approved by the hoard.
TRANSFER €iF SALE SHARES:
the Chairinan informed the Board that, pursuant lo the Share l'urchasc Agreement dutcd 14i" May 2025 (llae "A grcement' entered into inter .sr Sj eda Miiirriun‹it Mohsin, Syedii Matanat Ghat Iar ("Scllc rs") and C'C' 1. Holdirim (I•ri i ate) Li iaaited ( 'Purch Jscr") in
respect of sale ot '7,293.244 orclinary sh‹mes of the C oiiipany. which shareholding constitutes 40.63% ot the total paid-up share capital o1 the Company ("Sale Shures"), the Sellers have atlected the electronic transfer of the Sale Shares standing to their credit in their respective Central Dcpository Company ("CDC") accounts to the CDC account of the Purchaser pursuant to receipt of Sale Consideration. A beneficial ownership report issued by the CDC confirnaing the Purchasel' as the owner of the Sale Shares was tabled betore the Board.
The matter was discussed by the Board, and the following resolutions were unanimously passed:
"RESOLLED THA T ihe iran. [er of f/ie Saie Shares' from the Sellers to lhe Purchaser be anJ i.s herehy approved und the mime o[thc• Purchu.ser he entered into the register of memherx' o fhe 6'ompuny us the holJer of the Sale Shares.
RESOL LED FUR THER TBA T the Company Secretary Ms. Anum Ali he and i.s hereby authorized to make necessary entries in the statutory registers, and io complete all regulatory and procedural formalitie with the Securities and Exchange Commission of Pakistan, the Central Depository Company and any 'other competent authority. "
RESIGNATION AND APPOINTMENT OF DIRECTORS CEO CHAIRMAN AND CFO:
The Chairman further informed the Board that, pursuant to the prov isions of the Agreement, letters of resignation have been received from the following directors:
Mr. Najam Sethi (Director & CEO)
Mr. Shazad Gha!Tar (Director & Chairman)
Mr. Mujeeb Rashid (Direclcr)
Mr. Aamir Amin (Director)
Mr. Syed Mailzar Hasan tDirector)
Mr. Rashid Butt (Chief Financial Officer)
The resignations were tabled before the Board for consideration. Therefore, it was unanimously:
"RESOLVED that the resignation of Mr Najam Aziz Sethi from the offiae of
- director and Chief Executive Officer of the Company be accepted with immeJiale effect and Mr. Kashif Safiad Sheikh be hereby appointed a.s director of the Co,mpany and Mr. Osman Butt he herehy appointed as Chief Executive Officer of
.' the Company to fill the cas ual vacancie s c'aiised Jue In Mr. Naj‹im Aziz Setlti vacaiine his office he%re the exyirv of his ferm and Mr. Kasliif Safi'ad Sheikh and Mr. Usman Butt shall hold office till the Jate the outgoing Jirector and C"hirl Executive Officer would have held office, "
Thereafter, ii wa.s unanimou.sly.'
"RESOLVED that the resignation of Mr. Aamin Amin from the office o[director of the Company be accepted with immediate effect and Mr. Farooq Nadir be hereby appointed as director of the Company to fill the casual vacancy caused due to Mr. Aamir Amin vacating his office before the expiry of his term and Mr.
Farooq Nadir shall hold office till the date Ihe outgoing Jireclor v'ould have helu! office. '
Thereafter, iI was unanimou.sty.
"RESOLVED that the resignation of Mr. Rashid Butt from the office of Chief Financial Officer of the Company be accepted wifh immedfate effect and Mr. Wahab Hamid Malili be hereby appointed as Chief Financial Officer of the Company to fill the casual vacancy caused due to Mr. Rashid Butt vacating his/her affice before the expiry of his term and Mr. Wahab HamiJ 3falik shall hold office till the date the Chief Financial Officer would have held office. "
Thereafter, it was unanimously.
"RESOL VED that the resignation of Mr. Mujeeb RasliiJ from the office of director of the C"ompuny be ucccytc•d with immediate effecl anJ Mr. Babiin Sultan he hereby appointeJ as director o[the Company to hll ihe ccisual vacancy causeJ due io Mr. Mujeeb Rashid vacating his/her office before ihe expiry of his ierm and Mr. Babur Sultan shall hold office till ihe dute the outgoing director would have held office. "
Thereafter it was unanimously.'
"RESOLVED that the resignation of Mr. Shatod Ghaffiir from the office of director. of the Company and Chairman of the Board be accepted with immediate effect and Mr. N‹uteem Bin Jav‹iid Sheikh be herehy appointed a.s Jirector ‹›[thc Company and Mr. Kashif SajjaJ Sheikh be hprehy af›poinied as Chairman of th‹• Board tofill the casual vacancies caused due to Mr. Sliozad Gltaffar vacating his office before the expiry of his term and Mr. Nadeem Bin Javaid Sheikh and Mr. Kashif Sajjad Sheikh shall hold office till the ‹fare lhe ouIgoiny director anâ Chairman of ihe Board woulJ hcive held qffice.
_' Thereafter ii wiis uniinimously:
"RESOOLED that the resignation of Mr. Mandru Hasan [rom the office of director of the Company be accepted with immediate effect, and for now, this casual vacancy shall exist on the Board until the Boardfinds a suitable candidate tofill the same "
RESOLLED FURTHER THAT the Company Secretary, Ms. Anum Ali is authorized tofile all requisite forms, returns and notifications, incltiding Form 9, be filed with the Securities and Exchange Commission of Pakistan ta recorcl the aforesaid changes. "
FORMATION OF NEW STANDING COMMITTEES OF THE BOARD:
WHEREAS, due to the changes in the composition of the Board of Directors, including the appointment of a new Chairman and Chief Executive Officer (CEO), the Board has deemed it necessary to reorganize and establish the new mandatory committees due to the previous ones being dissolved, to ensure effective 8 vemance and compliance with applicable regulations;
Therefore, it was then unanimously,
' "RESOLID that f/ie Board herehy constitutes the Audit C'ommitfee, effective fmmediately consisting o[ihe %11 • !•e • *•^
Mr. Faroaq Nadi-r Cltairmun AC
Mr. Nadeem Bin Javaiâ Slieilili - Member
Mr. KasliifSajjaJ Sheilih - Member
It wasfurther RESOL VED that the Audit Committee shall be responsible for reviewingfinancial statements, liaising with external auditors, monitoring internal auditfunctions, and ensuring compliance withfinancial regulations. "
Thereafter, it was unanimously,
"RESOLVED that the Board hereby canstiiutes the HR & Remuneration Committee, effective immediately, con.sisIing the %llowing memher.s,
Qtr. Babur Sultiin - Chiiirman
Mr. Nniteem Bin la vaiit Sheikh - Member
.Mr. /sman Butt - Member
Syeda I/mme Kulsoom imam - Member
. It hasfurther RESOL LED that the HR & Remuneration Committee shall be responsible for recommending remuneration policies for directors and senior management, reviewing HR strategies, and ensuring alignment with the Company's objectives. "
Thereafter, it was unanimously,
RESOL LED that the Bourd hereby constitutes the Su.stainability C'ommitlee, effective immediately, consistine o[the follow ing members.-
Mn. Babur s«ffoii - C/rairmon
Mr. Nadeem Bin Javiiid Slteikb - Member
Ms. Syeita Umme Kulsoom Imam - Member
li wasfurther RESOL VMD that the Sustainuhiliiy Committee shcill he red.spon.si'blc• for developing sustainability strategies, monitoring environmenuil and soc'iul per%rman‹'e, and en.surinp oliyrimenl » iih glohul .I'm.stoinohility ,slanifards. "
The Board authorizes the Company Secretary Ms. Anum Ali to take all necessary actions to formalize the establishment of' the aforementioned committees, including drafting and circulating committee charters, scheduling initial committee meetings, and ensuring compliance with applicable governance frameworks.
- CANCELLATION OF POWERS OF ATTORNEY / AUTHORIZATIONS:
It was decided tI1at all powers of attorney/authorizations in lavor uf Mr. Shazad Gliaffar. Mr. I ajam Aziz Sethi, and Mr. Rashid Butt granted by or ‹›n bellaI£ of the Compan} should stand terminated. Therefore, it was unanimously:
"FUR THER RESOL VED Ihal hc'ncc›f›rlh nony oj Hr. Sha•aJ Ghuff'ar, Mr. NaJ"uni Aziz Sethi or Mr. Rashid Butt shall bed entitled to make any rc•presc•ntalion on behalf oJ the Compazry or bind the Company in any manner hatsoever (and ltte/oregoing persons shall so acknowleJge and confirm the same by executing the minutes of this resolution).
, VOTE OF THANKS:
There being no other business at this meeting, the same was terminated with a vote of thanks for the participants.
OUTGOING DIRECTORS:
Mr. Shazad Ghaflar
Mr. Najam Aziz Sethi
Mr. Aamir Amin
Mr. Mujeeb Rashid
S. Mr. Manzar Hasan
"
'Dated: 16" October, 2025 Certified By:
Anum Ali
Company Secretary & Legal Manager
INCOMINc DinecTORS:
1. Mr. Kashi I Sajjad Sheikh
Mr. Nadeena Bin Javaid Sheikh
Mr. I arooq Nazir
Mr. Babur Sultan
Mr. Xashif Sajjad Sheikh Chairman of the Board