Submission of final offer document of right issue

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building Stock Exchange Road Karachi.

March 11, 2026

Subject: Subroission of Final Offer Document of Right Issue

Dear Sir,

This is in reference to your letter dated March 05, 2026 and Regulalion 3 (3) of Companies

{Further Issue of Shares) Regu Nations. 2020 where the Company issuing right shares is required to submit Final Offer Document to Pakistan Stock Exchange and Securities and Exchange Commission of Pakistan.

Please also note that the draft Offer Document has already been shared with PSX as well as

SECP on February 26, 2026.

In this regard, we are enclosing herewith the Final Offer Document. We are also submitting the

same to Securities and Exchange Commission of Pakistan. Thanking you

'ours faithfully

'r r MITCHEL S FRUIT FARMS LIM ITED

An i

Company Secretary

Additional Joint Director,

Public Markets and Development Depanment (PMADD)

Securities Market Division, Securities & Exchange Commission of Pakistan, NIC Building, 4-Blue Area, Islamabad

u -- =! ! s F-ruin Farms Ltd.

- - - ' rg iV. Lanore, Pakis1an

- - - -? 8387 2392 93. Fax : (042) 3587 2398

- - - "- .'•'.'.'x mitche IIs.com.of Email home rrilchells.ok

Renala Khurd, District Okara, Pakistan

Phnne (044) 2622908, 26359O 7 & 8

*ax !044} 262 1416

Emnil " mk% mitchells pX

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. THE INVESTORS ARE REQUIRED TO READ THE RIGHTS SHARE OFFER DOCUMENT (HEREIN

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 THE INVESTORS.

THIS DOCUMENT IS ISSUED FOR THE PURPOSE OF PROVIDING INFORMATION TO SHAREHOLDERS OF THE COMPANY AND TO THE PUBLIC IN GENERAL IN RELATION TO THE RIGHTS ISSUE OF PKR 500,000,040 CONSISTING OF 2,777,778 NEW ORDINARY SHARES BY MITCHELLS FRUIT FARMS LIMITED. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE.

This Offer Document can be downloaded from http://www.mitchells.com.pk and https://www.psx.com.pk

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UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

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 /Pakistan Stock Exchange Limited and the Securities and Exchange Commission of Pakistan (SECP).

2. The Securities Exchange and the SECP disclaims:

   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 with respect to 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.

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Table of Contents

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 11

   3. FINANCIAL EFFECTS ARISING FROM RIGHT ISSUE 13

   4. TOTAL EXPENSES TO THE ISSUE 13

   5. DETAILS OF UNDERWRITERS 13

   6. COMMITMENTS FROM SUBSTANTIAL SHAREHOLDERS/DIRECTORS 14

   7. FRACTIONAL SHARES 14

   8. IMPORTANT DATES 15

1. SUBSCRIPTION AMOUNT PAYMENT PROCEDURE 15
2. PROFILES OF THE BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS 16

   1. PROFILE OF THE BOARD OF DIRECTORS OF THE COMPANY 16

   2. DIRECTORS DIRECTORSHIP IN OTHER COMPANIES 18

   3. PROFILE OF THE SPONSORS 19

3. DETAILS OF THE ISSUER 19

   1. FINANCIAL HIGHLIGHTS OF THE ISSUER FOR THE LAST THREE YEARS 19

   2. FINANCIAL HIGHLIGHTS OF PRECEDING ONE YEAR OF CONSOLIDATED FINANCIAL

      STATEMENTS 19

   3. DETAILS OF ISSUE OF CAPITAL IN PREVIOUS FIVE YEARS 20

   4. AVERAGE MARKET PRICE OF THE SHARE OF THE ISSUER DURING THE LAST SIX MONTHS 20

   5. SHARE CAPITAL AND RELATED MATTERS 20

   6. Shares held by Directors, Sponsors and Substantial Shareholders of the Issuer 21

1. RISK FACTORS 21

   1. RISK ASSOCIATED WITH THE RIGHT ISSUE 21

   2. RISKS ASSOCIATED WITH ISSUER 22

2. LEGAL PROCEEDINGS 24

   1. OUTSTANDING LEGAL PROCEEDINGS OF THE COMPANY 24

   2. 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 26

   3. ACTION TAKEN BY THE SECURITITES EXCHANGE AGAINST THE ISSUER OR ASSOCIATED

      LISTED COMPANIES OF THE ISSUER DURING THE LAST THREE YEARS 27

3. SIGNATORIES TO THE OFFER DOCUMENT 28

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 shall issue 2,777,778 (Two million seven hundred seventy-seven thousand seven hundred seventy-eight ordinary shares) at a price of PKR 180/- (Pak Rupees One hundred and Eighty Only) per share, aggregating PKR 500,000,040/- (Pak Rupees five hundred million and forty only).
      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. Considering the current market price of the Company, the premium charged over the par value is justified and is in line with market practice.
      e)	Proportion of new issue to existing shares with any condition applicable thereto	Approximately 12.1433 right shares for every 100 ordinary shares held i.e. 12.1433% of the existing paid-up capital of the Company.
      f)	Date of meeting of Board of Directors (BoD) wherein the right issue was approved	24thFebruary 2026
      g)	Name of directors attending the Board Meeting	Mr. Kashif Sajjad Sheikh (Chairman) Mr. Usman Zafar Butt (Chief Executive Officer) Mr. Syed Muhammad Mehdi Mohsin (Non-Executive Director) Mr. Nadeem Bin Javaid Sheikh (Non-Executive Director) Mr. Hassan Zubair Sheikh (Non-Executive Director) Mr. Asim Dilawar Sheikh (Independent Director) Ms. Fariyha Subhani (Independent Director) Mr. Babur Sultan (Independent Director) Mr. Ahsan Rashid (Independent Director)
      h)	Brief purpose of utilization of right issue proceeds	financial position and support its medium-term operational and growth objectives. The proceeds will be utilized to enhance production efficiency, upgrade infrastructure, modernize plants and machinery, ensure compliance with applicable quality and safety standards, and fund the
      i)	Purpose of the Right Issue: Details of the main objectives for raising funds through present right issue.	The proceeds of the Rights Issue will be utilized to fund priority capital expenditure and working capital initiatives aimed at strengthening the long-term financial sustainability. An amount of approximately PKR 95 million will be allocated towards essential civil and infrastructure works across key production and storage

      		facilities, including flooring upgrades, structural repairs, and replacement of aging sheds, to address operational bottlenecks and ensure safe and reliable manufacturing conditions. A further PKR 140 million will be utilized for targeted process automation, quality enhancement, productivity debottlenecking, maintenance, and safety-related upgrades, including improvements to critical utilities, packaging automation, and production lines, with the objective of improving efficiency, consistency, and overall operating performance. The remaining PKR 265 million will be utilized to meet incremental working capital requirements, including procurement of raw materials, inventory optimization, maintenance of operational liquidity, and support for the -to-day business operations. Replacement & Process 140 28% Improvements Mar-27 500 100%
      j)	Minimum level of	None

      1. Civil Works 95 19% Jan-27

      2. Renovation, Machinery

      3. Working Capital 265 53% Requirements

      Utilization of Right Proceed

      Proceeds Utilization (Rs. In Mill)

      % Right Issue Proceeds

      Time of Completion of Project

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   2. PRINCIPAL PURPOSE OF THE ISSUE AND FUNDING ARRANGEMENTS

      The principal purpose of the Issue

      -term
      
      

      operational and growth objectives. The proceeds will primarily be utilized to enhance production efficiency, improve infrastructure, modernize plant and machinery, ensure compliance with quality and safety standards, and

      
      
      

      The capital expenditure component of the Right Issue is aimed at addressing operational bottlenecks, improving productivity, enhancing product quality, and supporting sustainable operations through targeted civil works, automation, and replacement or upgrading of critical machinery. The working capital portion is intended to provide liquidity support for procurement of raw materials, inventory management, and smooth execution of day-to-day business operations.

      The proceeds from the Issue will be deposited in a designated bank account monitored by the Audit Committee to strengthen governance.

      Purpose of Issue	Proceeds Utilization in Rs.	% Right Issue Proceeds
      A. Civil Works	Rs. 95 million	19%
      B. Renovation, Machinery Replacement & Process Improvements	Rs. 140 million	28%
      C. Working Capital Requirements	Rs. 265 million	53%

      [A]. Civil Works:

      The proposed civil works investment of PKR 95 million is intended to address critical infrastructure gaps across key production and storage areas, including flooring upgrades, replacement of aging raw-material sheds, and essential building repairs. These improvements are required to ensure safe and hygienic manufacturing conditions, protect product quality, reduce operational disruptions, and support reliable, efficient production in line with regulatory and operational standards.

      [B]. Renovation, Machinery Replacement & Process Improvements

      A portion of the Rights Issue proceeds will be utilized for quality and process-stabilization initiatives aimed at improving product consistency, reliability of critical utilities, and control over key manufacturing processes. These investments are intended to reduce process variability, enhance compliance with quality and food-safety standards, and ensure stable and efficient production, thereby supporting sustainable gross margins and customer confidence.

      The remaining allocation will be directed towards productivity improvements, debottlenecking of critical production lines, essential maintenance upgrades, and safety enhancements. These measures are designed to improve throughput, reduce operational downtime, enhance workplace safety, and strengthen overall manufacturing efficiency, supporting long-term operational resilience and cost optimization.

      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      [C]. Incremental Working Capital Requirement
      
      

      both local and export markets. To support this growth, the Company will require an incremental working capital investment of approximately PKR 265 million to fund higher levels of inventory, receivables, and operational liquidity necessary for day-to-day business execution.

      
      
      operations, current inflation, market conditions, etc.

      C4 days

      265

      Estimated working capital cycle

      Total Incremental working capital required

      (C3) days

      (158)

      C Planned days payables outstanding (DPO)

      Incremental trade payable requirement***

      52 days

      197

      B Planned days sales outstanding (DSO)

      Incremental trade receivable requirement**

      PKR (Mn)

      1,200

      C8 days

      226

      Planned increase in net sales

      Estimation of working capital requirement:

      A Planned days inventory outstanding (DIO) Incremental inventory requirement*

      The following table shows the breakdown of the working capital requirement: CASH CONVERSION CYCLE:

      Purpose of Issue	Current	2025	2024	2023
      Debtor turnover Days	59	59	37	27
      Inventory turnover Days	68	124	98	76
      Creditor turnover Days	63	115	61	125
      Cash Conversion Cycle	64	68	74	-22

      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
   3. FINANCIAL EFFECTS ARISING FROM RIGHT ISSUE

      	Measurement Unit	Pre-Issue	Post Issue	Increase/ (decrease) in %
      As of September 30, 2025
      Authorized Capital	PKR Mn	400	400	0.00%
      Paid-up-Capital	PKR Mn	228.750	256.528	12.143%
      Net Asset/ Breakup value per share	PKR	33.423	49.295	47.488%
      Debt to Equity Ratio1		0.42x	0.25x	(39.783%)
      Market Share*	Percentage	N/A*	N/A*	N/A*

      *The Company operates across multiple product categories, each with distinct market dynamics and competitors. Accordingly, market share is determined at the individual product category level, and a consolidated or blended market share for the Company cannot be meaningfully determined

   4. TOTAL EXPENSES TO THE ISSUE

      PSX Fee (0.2% of increase in paid-up capital)	PKR 55,556
      Bankers Commission	NIL
      Advisory Fees	PKR 4,000,000
      Underwriting Commission	1.0% of the Underwritten Portion
      Underwriter Take-up Commission	NIL
      Bankers to the Issue Out of Pocket	PKR 50,000
      CDC Fresh Issue Fee	PKR 720,000
      CDC Annual Fees for Eligible Security (Listing Fee)	PKR 400,000
      SECP Supervisory Fee (10% of fees paid to PSX)	PKR 5,556
      Auditor Fee for Auditor Certificates	PKR 500,000
      Other expenses (including printing costs, lawyers and consultation fees, etc.)	PKR 2,000,000

   5. DETAILS OF UNDERWRITERS

      Name of the Underwriter	Amount Underwritten in PKR	Associated Company/Associated Undertaking of the Issuer
      Arif Habib Limited	41,602,680	No
      Dawood Equities Limited	62,404,200	No
      Total	104,006,880

      1 Pre-Issue Debt to Equity is calculated as Debt (as on Dec 31st) of PKR 319,051,354 against Total equity of PKR 756,827,058. Post-Issue Debt to Equity is calculated as Debt (as on Dec 31st) of PKR 319,051,354 against Total equity of PKR 1,256,827,098 (Inclusive of rights subscription amount of PKR 500,000,040)

   6. COMMITMENTS FROM SUBSTANTIAL SHAREHOLDERS/DIRECTORS

      Name	Status	No. of Existing Shares	Entitlement	No. of Shares Committed to be subscribed2	Amount Committed to be Subscribed in PKR	Shareholding % pre-issuance	Shareholding % - post-issuance
      SYED MOHAMMAD MEHDI MOHSIN3	Non-Executive Director	4,670,322	567,131	-	-	20.4167%	18.2059%
      MR. ASIM DILAWAR SHEIKH (CDC)	Non-Executive Director	500	61	61	10,980	0.0022%	0.0022%
      MR. NADEEM BIN JAVAID SHEIKH (CDC)	Non-Executive Director	600	73	73	13,140	0.0026%	0.0026%
      MR. KASHIF SAJJAD SHEIKH (CDC)	Chairman	500	61	61	10,980	0.0022%	0.0022%
      MR. HASSAN ZUBAIR SHEIKH (CDC)	Non-Executive Director	500	61	61	10,980	0.0022%	0.0022%
      CCL HOLDING (PRIVATE) LIMITED (CDC4)		13,444,246	1,632,575	2,199,706	395,947,080	58.7727%	60.9835%
      TOTAL		18,116,668	2,199,962	2,199,962	395,993,160	79.20%	79.20%

   7. FRACTIONAL SHARES

      All fractional entitlements, if any, will be consolidated 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, hall be distributed / paid to the entitled shareholders in proportion to their respective entitlements within fifteen (15) working days after completion of allotment as per the Regulations.

      (This space has been left blank intentionally)

      2 These may be subscribed through persons arranged by the said directors as permitted under the Regulations.

      3

      Syed Mohammad Mehdi Mohsin has arranged its subscription of entitlement with CCL holding to subscribe their portion on its behalf. Therefore, their shareholding shall be diluted.
      
      

      4 Includes Entitlement of Shares to Mehdi allocated to CCL Holdings by the discretion of Board

   8. IMPORTANT DATES

1. SUBSCRIPTION AMOUNT PAYMENT PROCEDURE
   1. Payment as indicated above should be made by cash or crossed cheque or demand draft or pay order made Mitchells Fruit Farms - Right Share Subscription Account branches of Habib Bank Limited on or before April 09th, 2026 along with the Right Subscription Request duly filled in and signed by the subscriber(s).

   2. Right Subscription Request can be downloaded from https://www.mitchells.com.pk

   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, (Mitchells Fruit Farms Limited) at the Registered Office of the Issuer along with Right Subscription Request (both copies) duly filled 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 Right Subscription Request is deposited. Cheque is subject to realization.

   5. The Banker to the Issue will not accept Right Subscription Request delivered by post which may reach after the closure of business on April 09th, 2026, unless evidence is available that these have been posted before the last date of payment.
   6. Payment of the amount indicated above to Habib Bank Limited on or before April 09th, 2026 shall be treated as acceptance of the Right offer.
   7. Banker to the Issue, 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.
      
      
   8. Online Payment option for Investor Account Services (IAS) Account Holders/Sub Account Holders: CDC has introduced online payment facility through 1link for Rights Subscription. The investor account holders can now make online payment for their respective rights subscribed against 1Bill payment ID printed on the top right of the subscription request (generated by CDS) through all the available online banking channels of 1Links member banks (such as internet banking, Automated Teller Machine (ATM) and Mobile banking).
2. PROFILES OF THE BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS
   1. PROFILE OF THE BOARD OF DIRECTORS OF THE COMPANY

      BOARD OF DIRECTORS	DESIGNATION	LAST DATE OF APPOINTMENT
      Mr. Kashif Sajjad Sheikh	Chairman	December 08, 2025
      Mr. Syed Muhammad Mehdi Mohsin	Non-Executive Director	December 08, 2025
      Mr. Nadeem Bin Javaid Sheikh	Non-Executive Director	December 08, 2025
      Mr. Hassan Zubair Sheikh	Non-Executive Director	December 08, 2025
      Mr. Asim Dilawar Sheikh	Non-Executive Director	December 08, 2025
      Mr. Usman Zafar Butt	Chief Executive Officer	December 08, 2025
      Ms. Fariyha Subhani	Independent Director	December 08, 2025
      Mr. Babur Sultan	Independent Director	December 08, 2025
      Mr. Ahsan Rashid	Independent Director	December 08, 2025

      Mr. Kashif Sajjad Sheikh

      Chairman

      
      
      

      significant growth in revenue, market capitalization, and expanding global operations to more than 16 countries. Beyond healthcare and FMCG, Kashif has been actively engaged in strategic investments and entrepreneurial ventures under CCL Holding, building a diversified portfolio of businesses. An alumnus of Harvard Business School, USA, he was featured in the Top 100 Business Leaders of Pakistan (2012 edition). Kashif is a former Chairman of the Pakistan Pharmaceutical Manufacturers Association and recipient of the Presidential Excellence Award of Pakistan.

      Mr. Usman Zafar Butt

      Chief Executive Officer

      Usman has over 30 years of experience primarily in the Food & Beverages industry in Pakistan where he worked with leading organizations and helped them in their journey towards end-to-end transformation. He has worked in diverse environments and has been able to drive sustainable growth through focus on developing winning strategies and delivering superior execution through high performance teams. He spent 17 years with Coca-Cola

      Director and Chief Supply Chain Officer. His tenure with PepsiCo included serving as GM for Foods for Pakistan & Afghanistan and later as Chief Transformation Officer for Beverages Division.
      
      

      Usman is an MBA from IBA Karachi and has completed executive education from Georgia Tech Institute and Yale School of Management.

      Mr. Syed Muhammad Mehdi Mohsin

      Non-Executive Director

      
      
      

      2009. He continued to oversee M associated with

      agricultural companies for over two decades. Since 2017, he has been managing the Daud Bandagi Hospital as a Trustee. He holds a

      from Texas A&M University.
      
      Mr. Nadeem Bin Javaid Sheikh

      Non-Executive Director

      Mr. Nadeem B. J. Sheikh has been associated with CCL since 1993 and has held senior leadership roles across Sales, Marketing, and various strategic functions. He has extensive global exposure through professional assignments across North America, Europe, Central Asia, and Southeast Asia. He currently serves as a Non-Executive Director, contributing his expertise in governance and long-term organizational development. His professional training includes management programs from the Pakistan Institute of Management Sciences, Lahore University of Management Sciences, and IMD Switzerland.

      Mr. Hassan Zubair Sheikh

      Non-Executive Director

      Mr. Hassan Zubair Sheikh has held key leadership roles within the CCL Group since 2006, contributing to operations, marketing, governance, and strategic planning. He currently serves as CEO of CozCom (Cozmetica),

      
      
      

      beauty and personal care sector. He is an active board member and contributes to the HR and Audit Committees. As Chairman of the Dilawar Hussain Foundation, he oversees major social impact programs in healthcare, diabetes awareness, and community development.

      He holds a

      degree from the United Kingdom and an MBA from Pakistan, along with multiple executive certifications from the UK and USA.
      
      Mr. Asim Dilawar Sheikh

      Non-Executive Director

      
      
      
      
      
      
      
      
      
      
      
      
      
      
      

      Mr. Asim Dilawar Sheikh has been associated with the CCL Group since 1994 and has led critical functions including production, quality control, research and development, and procurement. With deep expertise in pharmaceutical and textile operations, he has

      
      
      

      operational capabilities. He currently serves as a Non-Executive Director, supporting governance and long-term planning.

      He has completed multiple professional development programs both locally and internationally.

      Ms. Fariyha Subhani

      Independent Director

      
      
      

      Ms. Fariyha Subhani is the Managing Director and CEO of Ceylon Tobacco Company. She began her career at Unilever, where she spent 28 years leading major brands, launching new categories, and managing high-performing teams across local and regional roles, including assignments in Thailand. She later served as Managing Director for South and Central Asia at Upfield, where she established and expanded operations across Pakistan, Sri Lanka, Bangladesh, and Central Asian markets. She also serves on the boards of Fauji Fresh and Freeze, Dipitt, and Tocolab. Fariyha holds a from Quaid-e-Azam University and an MBA from Lahore University of Management Sciences.

      Mr. Babur Sultan

      Independent Director

      Mr. Babur Sultan has over 33 years of leadership experience across leading national and multinational FMCG organizations, specializing in business development, strategy, supply chain, sales, and organizational transformation. He served as CEO of Engro Foods, where he also led the acquisition process by Friesland Campina, after holding senior roles including Vice President Sales and Senior Vice President Supply Chain. His earlier career includes key roles at Haleeb Foods, Reckitt Benckiser, Agr Evo, and Welcome Pharmaceuticals. He has served as a board member in several prominent organizations including Engro Foods Ltd, Engro Foundation, and the Pakistan

      Dairy Association. He holds a

      degree from the University of Karachi and has attended advanced programs at the University of Santa Clara, INSEAD, and Harvard.
      
      Mr. Ahsan Rashid

      Independent Director

      Mr. Ahsan Rashid is a seasoned business leader with over 36 years of experience in multinational FMCG organizations, including Coca-Cola, Unilever Foods, and Pepsi Cola. He has a strong record of accelerating business growth, driving operational transformation, and leading M&A initiatives. As Founder and CEO of Optimus Resources, he has spent the past 11 years advising major FMCG companies on sales transformation, route-to-market systems, strategic planning, and process optimization. His earlier roles include Managing Director and CFO of Coca-Cola Beverages Pakistan, as well as senior leadership assignments at Ghani Glass, Rafhan Best Foods, Pepsi Cola International, and Tetra Tech USA.

      He holds an MBA from the University of California Riverside, an MS in Industrial and Operations Engineering from the University of Michigan, and a BSc in Mechanical Engineering from the University of Engineering and Technology Lahore.

   2. DIRECTORS DIRECTORSHIP IN OTHER COMPANIES

      S. No.	Name	Designation	No.	Designation in other Companies	Directorship in Other Companies
      1	Kashif Sajjad Sheikh	Chairman	1	Director and CEO	CCL Holding (PVT) Ltd
      			2	Director and CEO	Dilsons (PVT) Ltd
      			3	Director	CCL Pharmaceuticals (PVT) Ltd
      			4	Director	Cozcom (PVT) Ltd
      			5	Manager, Director & Secretary	Chimera LS DMCC
      			6	Manager, Director & Secretary	CCL Global DMCC
      2	Nadeem Bin Javaid Sheikh	Director	1	Director	CCL Holding (PVT) Ltd
      			2	Director	Dilsons (PVT) Ltd
      			3	Director	CCL Pharmaceuticals (PVT) Ltd
      			4	Director	Cozcom (PVT) Ltd
      			5	Director	Chimera LS DMCC
      			6	Director	CCL Global DMCC
      3	Asim Dilawar Sheikh	Director	1	Director	CCL Holding (PVT) Ltd
      			2	Director	Dilsons (PVT) Ltd
      			3	Director	CCL Pharmaceuticals (PVT) Ltd
      			4	Director	Cozcom (PVT) Ltd
      			5	Director	Chimera LS DMCC
      			6	Director	CCL Global DMCC
      4	Hassan Zubair Sheikh	Director	1	Director	CCL Holding (PVT) Ltd
      			2	Director	Dilsons (PVT) Ltd
      			3	Director	CCL Pharmaceuticals (PVT) Ltd
      			4	Director	Cozcom (PVT) Ltd
      			5	Director	Chimera LS DMCC
      			6	Director	CCL Global DMCC
      5	Syed Muhammad Mehdi Mohsin	Director	1	Director	Haider Fruit Growers (Pvt.) Ltd
      			2	Director	Punjab Fruit Growers (Pvt.) Ltd
      			3	Director	Kissan Fruit Growers (Pvt.) Ltd

   3. PROFILE OF THE SPONSORS CCL Holding Private Ltd.

      CCL Holdings (Private) Limited is a private limited company incorporated in Pakistan and is principally engaged in investment and holding company activities. The company holds strategic equity investments in operating businesses across multiple sectors. The company serves as an investment holding vehicle for managing and maintaining long-term equity interests.

      CCL Holding Pvt. Ltd. holds 58.785% share in Mitchells Fruit Farms Limited. Syed Muhammad Mehdi Mohsin
      
      

      2009. He continued to oversee M associated with

      agricultural companies for over two decades. Since 2017, he has been managing the Daud Bandagi Hospital as a Trustee. He holds a

      from Texas A&M University.
      
      

      Mr. Mehdi holds 20.417% shares in Mitchells Fruit Farms Limited.

3. DETAILS OF THE ISSUER
   1. FINANCIAL HIGHLIGHTS OF THE ISSUER FOR THE LAST THREE YEARS

      	FY2025	FY2024	FY2023
      	Amounts in PKR Million except EPS, BVPS, Cash Dividend, Bonus Issue
      Name of the Statutory Auditor	Crowe, Hussain, Chaudhary & Co. Chartered Accountants
      Net Sales	2,662.74	2,642.16	2,724.93
      Gross Profit	770.19	789.17	648.12
      Operating Profit	180.29	270.53	15.44
      Profit / (Loss) Before Tax	46.89	492.18	(25.91)
      Profit / (Loss) After Tax	1.67	456.24	(59.20)
      Earnings per share (PKR)	0.07	19.95	(2.59)
      Total Assets	1,998.33	1,711.65	1,620.53
      Total Liabilities	1,417.50	1,118.97	1,476.79
      Net equity	580.83	592.66	143.75
      Break-up value per share (PKR)	25.39	25.91	6.28
      Cash Dividend (%)	Nil	Nil	Nil
      Bonus Issue (%)	Nil	Nil	Nil

   2. FINANCIAL HIGHLIGHTS OF PRECEDING ONE YEAR OF CONSOLIDATED FINANCIAL STATEMENTS

      	FY2025
      	Amounts in PKR Million except EPS, BVPS, Cash Dividend, Bonus Issue
      Name of the Statutory Auditor	Crowe, Hussain, Chaudhary & Co. Chartered Accountants
      Net Sales	2,662.74
      Gross Profit	770.19
      Operating Profit	180.29
      Profit Before Tax	46.89

      Profit After Tax	1.67
      Earnings per share (PKR)	0.07
      Total Assets	1,998.33
      Total Liabilities	1,417.50
      Net equity	580.83
      Break-up value per share (PKR)	25.39
      Cash Dividend (%)	Nil
      Bonus Issue (%)	Nil

   3. DETAILS OF ISSUE OF CAPITAL IN PREVIOUS FIVE YEARS

      N/A

   4. AVERAGE MARKET PRICE OF THE SHARE OF THE ISSUER DURING THE LAST SIX MONTHS Average market price of the share of Mitchells Fruit Farms Limited during the last six months (from August 28th, 2025 February 23rd, 2026) (1 Day prior to the announcement of Rights Issue), is PKR 212.06 per share.
   5. SHARE CAPITAL AND RELATED MATTERS Pattern of Shareholding of the Issuer:

      S. No.	NAME	HOLDING	% AGE
      DIRECTORS, CEO THEIR SPOUSES & MINOR CHILDREN:
      1	SYED MOHAMMAD MEHDI MOHSIN	4,670,322	20.4167%
      2	MRS. BABUR SULTAN (CDC)	500	0.0022%
      3	MRS. FARIYHA SUBHANI (CDC)	500	0.0022%
      4	MR. ASIM DILAWAR SHEIKH (CDC)	500	0.0022%
      5	MR. NADEEM BIN JAVAID SHEIKH (CDC)	600	0.0026%
      6	MR. KASHIF SAJJAD SHEIKH (CDC)	500	0.0022%
      7	MR. HASSAN ZUBAIR SHEIKH (CDC)	500	0.0022%
      8	MR. AHSAN RASHID (CDC)	500	0.0022%
      ASSOCIATED COMPANIES:
      1	CCL HOLDING (PRIVATE) LIMITED (CDC)	13,444,246	58.7727%
      BANKS, DEVELOPMENT FINANCIAL INSTITUTIONS, NON-BANKING FINANCIAL INSTITUTIONS:
      1	NATIONAL BANK OF PAKISTAN. (CDC)	17,117	0.0748%
      PENSION FUNDS
      1	TRUSTEE NATIONAL BANK OF PAKISTAN EMPLOYEES PENSION FUND (CDC)	64,248	0.2809%
      JOINT STOCK COMPANIES		373,719	1.6337%
      OTHERS
      1	HAMID ADAMJEE TRUST (CDC)	1,000	0.0044%
      2	TRUSTEE NATIONAL BANK OF PAKISTAN EMP BENEVOLENT FUND TRUST (CDC)	2,255	0.0099%
      3	HIGHNOON EMPLOYEES WELFARE TRUST (CDC)	2,106	0.0092%
      SHARES HELD BY THE GENERAL PUBLIC (FOREIGN):		3,050	0.0133%
      SHARES HELD BY THE GENERAL PUBLIC (LOCAL):		4,293,337	18.7687%
      Total		22,875,000	100.0000%

   6. Shares held by Directors, Sponsors and Substantial Shareholders of the Issuer (both Existing and Post Right Issue)

1. RISK FACTORS
   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 price in the market and hence there is no major 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.

      5 These may be subscribed through persons arranged by the said directors as permitted under the Regulations.

      6

      Syed Mohammad Mehdi Mohsin has arranged its subscription of entitlement with CCL holding to subscribe their portion on its behalf. Therefore, their shareholding shall be diluted.
      
      

      7 Includes Entitlement of Shares to Mehdi allocated to CCL Holdings by the discretion of Board

   2. RISKS ASSOCIATED WITH ISSUER Internal Risk Factors
      1. Operational Risk

         Operational risk summarizes the uncertainties a business faces when it attempts to conduct its day-to-day business activities specifically in relation to plant operation. It can result from breakdowns in internal procedures, people and systems.

         
         
         

         a major determinant to operational risk for the Company.

         The Company is mitigating operational risk by implementing staff retention initiatives, including training and competitive benefits, to address high turnover. Additionally, the Company is adopting a diversified supply chain planning process and implementing robust strategies to counter disruptions in the supply chain.

      2. Procurement Risk

         As associated in a business with dependency on wide range of raw materials including seasonal fruits & Vegetables, it is crucial to be cognizant of the inherent procurement risks associated. The sector is particularly susceptible to raw material price fluctuations. Additionally, the volatility in currency exchange rates can impact on the cost of imported packing materials.

         Our commitment to transparency involves acknowledging and mitigating these risks through proactive procurement strategies, supplier diversification and diligent monitoring of market dynamics.

      3. Credit risk

         Credit risk represents the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk arises from amounts receivable from customers of the Company, deposits with banks and other receivables.

         The Company manages credit risks inter alia by setting credit limits in relation to individual customers and by selling on advance payment basis for select customers. Consequently, the Company believes that it is not exposed to any major concentration of credit risk.

      4. Liquidity risk

         Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

         The Company manages liquidity risk by maintaining sufficient cash and the availability of funding through maintaining adequate cash balances, ensuring availability of committed credit facilities, monitoring cash flow forecasts on a regular basis and maintaining relationships with multiple financial institutions These measures help ensure that the Company has sufficient liquidity to meet its operational and financial commitments.

      5. 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 suspension in trading of its shares as well as delisting.

      To mitigate the risk of non-compliance with SECP and PSX regulations, the Company has established an internal compliance framework, engages legal counsel for ongoing guidance, continuously monitoring regulatory changes

      and maintaining open communication with regulatory bodies. These measures collectively aim to ensure adherence to regulatory requirements.

      b) External Risk Factors
      1. Business Risk

         Business risk is the possibility of the Company reporting lower than anticipated profits or loss due to factors such as:

         Increase in input costs such as raw materials
         
         Increase in conversion / utility costs
         
         

         The Company is actively following strategies to mitigate business risk, including supplier diversification, cost predictability through analytics and maintaining robust government relations.

      2. Foreign Currency risk

         Currency risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises mainly from future commercial transactions or receivables and payables that exist due to transactions in foreign currencies.

         The Company is exposed to foreign exchange risk arising from currency value fluctuations, primarily with respect to the USD, EU, AED, and RMB.

      3. 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. When interest rates are high, borrowing costs increase, making it more expensive for the Company to finance its operations. This can lead to reduced business spending, lower economic growth, and decreased profitability. It also discourages business investment as financing new projects becomes more expensive.

      The Company constantly monitors market interest rates and employs strategies to mitigate interest rate risk associated with short-term borrowings on variable rates. In light of the same, the Company intends to utilize the proceeds from the Right Issue to finance its working capital requirements, including with the intention of reducing its reliance on short-term borrowings. This approach aims to ensure cost effective financing and minimize the impact on business spending during period of high interest rates.

      C- Additional Risk Factors
      1. Capital Risk Management

      The Company's objectives in managing capital are to ensure the Company's ability to continue as a going concern so that it can continue to provide returns to shareholders and benefits for other stakeholders while maintaining an optimal capital structure to reduce the cost of capital. The Company finances its operations through equity, borrowings and management of working capital with a view to maintaining an appropriate balance between the various sources of finance to minimize risk and cost. The Company is not exposed to any externally imposed capital requirement. As a public limited company, it complies with the regulatory requirements outlined in the Companies Act, 2017.

      Profitability

      The Company reported an after-tax profit of PKR 1,673,534 for FY 2025, compared to PKR 456,242,216 in FY 2024, indicating a decline particularly due to prior year inclusion of PKR 357.0 million of one off other income from a land sale. Excluding this exceptional item, underlying operating profit in FY2024 was PKR 99.0 million.

      NOTE: 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.

2. LEGAL PROCEEDINGS:
   1. OUTSTANDING LEGAL PROCEEDINGS OF THE COMPANY

      These are routine litigations incidental to the business operations, to which the Company is a party that may have a material impact on the Company. Moreover, these litigation matters have already been disclosed in the audited financial statements Note no.22.1 Contingencies for the year ended June 30, 2025, and may be referred to for further details.

      S. No.	Audited Financial Statement FY 2025 Note # 22 Contingencies - Others	Institution / Forum	Order Amount / Financial Impact (PKR)	Current Tax Exposure	Current Status	Comments of Management/ Legal Advisor
      1	Proceeding u/s 122(5A) Tax year 2005	FBR	3,441,333	-	Appeal effect order applied; time barred	Case settled
      2	Proceeding u/s 122(5A) Tax year 2011	FBR	27,623,785	8,695,600	Demand Paid. Refund appeal effect of 18,928,185 is issued. Appeal filed to Lahore High Court for against amount 8,695,600 and hearing is pending.	The Company on the basis of opinion of the tax advisor is hopeful of favorable outcome of the case.
      3	Proceeding u/s 161 Tax year 2012	FBR	2,491,637	233,484	The DCIR has issued an appeal effect order related to tax year 2012 on January 20, 2025 and has given effect of refundable tax upto the extent of Rs. 2,258,153. and Current Tax exposure is 233,484 only.	Case settled
      4	Proceeding u/s 161 Tax year 2016	FBR	4,812,291	740,923	PKR 4,071,368 defended and Against the rest 740,923 we applied for the issuance of appeal effect order.	Case settled
      5	Proceeding u/s 122(5A) Tax year 2014	FBR	27,277,108	698,437	order received in favor PKR 26,578,671 and Appeal against ATIR is filed. ATIR remanded back amounting PKR 698,437 and remanded back proceeding not initiated yet.	Pending
      6	Proceeding u/s 122(5A) Tax year 2015	FBR	36,441,960	36,441,960	The Case is pending in Appellate Tribunal not yet fixed for hearing.	Pending
      7	Proceeding u/s 122(5A) Tax year 2017	FBR	64,895,185	-	CIR(A) Remand Back. And Remand back proceeding not initiated and proceeding time-barred.	Time Barred
      8	Proceeding u/s 161 Tax year 2018	FBR	2,501,480	2,501,480	Demand Paid. But Appeal filed and CIR(A) Partly confirmed and partly Remand Back the case.	Pending
      9	Proceeding u/s 122(5A) Tax year 2017	FBR	39,474,762	-	The Company filed an appeal before the Commissioner Inland Revenue (Appeals) which was partially decided in favor of the Company vide order dated	Time Barred

      					July 14, 2014 resulting in reduction of demand to Rs. 8,575,416. Company Filed second appeal and court remand back the case to department. which is not initiated by the department, hence time barred
      10	Proceeding u/s 57(2) Tax Year 20127	PRA	38,276,032	38,276,032	Remand back to AdC and proceeding have not been initiated.	Pending
      11	Proceeding u/s 11(1) June 2022 to October 2022	FBR	767,500	767,500	Appeal to ATIR and hearing not fixed yet.	Pending
      12	Proceeding u/s 11(1) January 2022 to March 2023	FBR	11,121,049	7,220,036	CIR(A), who vide its order dated September 25, 2023 deleted the penalty of Rs. 3,992,013 and upheld the order of DCIR to the extent of Rs. 7,220,036 and Appeal to ATIR for demand 7,220,036. Order is not passed yet.	Pending
      13	Proceeding u/s 47(1) January 2019 to June 2023	SRB	9,544,384	N/A	Order has not been passed yet by department	Pending
      14	Proceeding u/s 57(2) Tax Year 20127	PRA	50,542,292	N/A	Order has not been passed yet by department	Pending
      15	The Dohler Pakistan Vs MFFL: The Dohler Pakistan (plaintiff) has filed a petition on January 02, 2023 before Senior Civil Court, Lahore against the 110 Traders (Private) Limited (Defendants) and the Company that they have failed to manufacture / produce tomato pulp to the required demand and have been unable to hand over the produced tomato pulp to the plaintiff; therefore, the plaintiff should be compensated for their loss in the form of damages.	Civil Court	NA	NA	The suit is pending for adjudication.	NA
      16	Dr.Abdul Rauf Vs MFFL: Dr. Abdul Rauf s/o Muhammad Yaqoob (plantiff), has filed a petition before Senior Civil Court on December 09, 2023 against the Company (defendant) that his grandfather had vast land properties that are currently occupied by the defendant.	Civil Court	NA	NA	The Case has been dismissed due to non-prosecution.	NA
      17	During the year 2023, one of the ex-employees filed suit before Sindh High Court, Karachi against the Company on his termination from services. He has claimed damages of Rs. 25 million with 15% markup from the date of his termination.	Sinth High Court	The Company on the basis of opinion of the legal advisor is hopeful of favorable outcome of the case.	NA	The suit is pending for adjudication.	NA

      18	Kamil Saroop Khan vs, Mitchell's Fruit Farms Limited	Authority under the Punjab Payment of Wages Act, Lahore	Claim Amount: PKR 2,043,723/	Claim Amount: PKR 2,043,723/	Pending for adjudication for Supreme Court	NA
      19	The Company has issued postdated cheques amounting to Rs 102.38 million (2024: Rs 126.14 million) to Collector of Customs Lahore Dry Port on account of taxable duty which might become payable against Duty and Tax Remission on Export under SRO # 492 (I)/2009 dated June 13, 2009 and SRO # 450 (I)/2001 dated June 30, 2001 under Customs Rules, 2001.	Collector of Customs Lahore Dry Port	NA	NA	PDCs have been issued against the import GDs of packing material equivalent to the value of Duties & Taxes under SRO 492. Exports against these packing materials are currently in progress and will be completed within allowed stipulated timeframe.	NA
      20	MFFL: An application filed by Ithehad Workers Union, Mitchells Fruit Farms Ltd. asking the National Industrial Relations Commission (NIRC) to certify them as the Collective Bargaining Agent (CBA) for Mitchells Fruit Farms Ltd.	NIRC Islamabad	NA	NA	CBA Certificate granted to Mitchells.	NA
      21	Ismail Kariyaana Store V MFFL: Ismail, supplier of items like zeera, and other spices claims underpayment over 10 years. Total outstanding amount: PKR 2,600,240. Filed a recovery suit to claim unpaid balance.	Civil Court	Claim Suit Rs.2,600,240/-	Claim Suit Rs.2,600,240/-	The suit is pending for adjudication.	NA
      22	MFFL Vs Mr. Waqas Ahmad: The Company has initiated legal proceedings against its former employee, Mr. Waqas Ahmed (U/S 408 PPC), on account of alleged financial misappropriation during his tenure as Assistant Manager Procurement, amounting to Rs. 9.1 million. In response, Mr. Waqas Ahmed has filed a counter application (U/S 22A/B) against the Company and its management.	In the court of District & Secession Judge Lahore	NA	NA	The challan is still awaited, and the application for Talbi Challan remains pending and is to be submitted by Saif-ul-Malook, Advocate.	NA

   2. 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.

      N/A

   3. ACTION TAKEN BY THE SECURITITES EXCHANGE AGAINST THE ISSUER OR ASSOCIATED LISTED COMPANIES OF THE ISSUER DURING THE LAST THREE YEARS DUE TO NONCOMPLIANCE OF ITS REGULATIONS.

      N/A

      (This space has been left blank intentionally)

3. SIGNATORIES TO THE OFFER DOCUMENTi

i THE SIGNATORIES ARE AUTHORISED BY THE BOARD OF DIRECTORS TO SIGN THE FINAL OFFER DOCUMENT ON THEIR BEHALF

In compliance with Regulation 3(3)(v) of the Companies (Further Issue of Shares) Regulations, 2020, Mitchells Fruit Farms Limited made public disclosure of its Offer Document.

We hereby confirm that Comments/Observations/Suggestions received from the Securities & Exchange Commission of Pakistan and Pakistan Stock Exchange were adequately addressed and incorporated in the Final Offer Document attached.