Notice of Annual General Meeting and Ballot Paper

312-Cotton Exchange Building,

I.I Chundrigar Road, Karachi - 74000 Pakistan

Phone: 92-21-111 -000-100

Fax: 92-21-2416705, 92-21 -241741 8

E-Mail: contact&sapphiretexti1es.com.pk

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 36'^ Annual General Meeting of Reliance Cotton Spinning Mills Limited will be held

on Monday, October 27, 2025 at Trading Hall, Cotton Exchange Building, I.I. Chundrigar Road, Karachi at 12:15

p.m. to transact the following business:

Ordinary Business

1. To confirm the minutes of last General Meetings held on April 22, 2025.

2. To ieceiv e, consider and adopt the audited financial statements of the company for the year ended June 30, 2025 together with the Chairman's Review, Directors' and Auditors' Report thereon.

   In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/ 2023 dated March 21, 2023, the financial statements have been uploaded on the website of the Company which can be downloaded from the following weblink and QR enabled code:

   http:/ /https://www.sapphire.com.pk/rcsml/ annualreports.htm

3. To approve final dividend for the year ended June 30, 2025.

4. To appoint auditors for the year ending 30* June 2026 and fix their remuneration. The present auditors, M/s Shinewing Hameed Chaudhri & Co., Chartered Accountants retire and being eligible offer themselves for reappointment.

   Special Business

5. To approve by way of special resolution with or without modification the following resolutions in respect of related party transactions in terms of Section 208 of the Companies Act, 2017:

   (i)"RESOLVED THAT the related party transactions conducted during the year as disclosed in the note 37 of the unconsolidated financial statements for the year ended June 30, 2025 be and are hereby ratified, approved and confirmed."

   {ii)"RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with related parties on case-to-case basis during the financial year ending June 30, 2026.

   "FURTHER RESOLVED that transactions approved by the Board shall be deemed to have been approved by the shareholders and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval."

   Any other Business

6. To transact any other business with the permission of the Chair

(Attached to this notice is a statement of material facts covering the above- mentioned special business, as

required under section 134(3) of the Companies Act, 2017).

By d of the Board

Karachi

September 25, 2025

nameez Ghausi

Compa T›ecretary

312-Cotton Exchange Building,

1.I Chundrigar Road, Karachi - 74000 Pakistan

Plyone: 92-21-I 11-000-100

Fax: 92-21-2416705, 92-21-2417418

E-Mail: contactBsapphiretexti1es.com.pk

NOTE:

1. The share transfer books of the Company shall remain closed from 21a' October 2025 to 27+ October 2025 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar i.e. Hameed Majeed Associates (Private) Limited, situated at 4'^ Floor, Karachi Chambers, Hasrat Mohani Road, Karachi, before the close of business on October 20, 2025, will be considered in time, to entitle the transferees to attend and vote at the meeting.

2. A member entitled to attend and vote at this meeting may appoint another member as his/her proxy to attend and vote on his/her behalf. Proxies in order, to be valid must be deposited at the Registered Office of the Company not less than 48 hours before the time of the meeting. If a member appoints more than one proxy and more than one instrument of proxy is deposited by a member, all such instruments of proxy shall be rendered invalid.

   An instrument of proxy applicable for the meeting is being provided with the notice sent to the members. Further copies of the instrument may be obtained from the registered office of the Company during normal office hours. The proxy form can also be downloaded kom the Company's website: https://www.sapphire.com.pk/rcsml.

3. CDC shareholders will further have to follow the below mentioned guidelines as laid down in Circular 1, dated 26 January, 2000 issued by Securities and Exchange Commission of Pakistan:

   1. For attending the meeting:

      1. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original computerized national identity card (CNIC) or original passport at the time of attending the meeting.

      2. In case of corporate entity, the board of directors' resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.

   2. For appointing proxies;

      1. In case of individuals, the account holder or sub account holder and/or the person whose securities are in group account and they- registration details are uploaded as per the above Regulations, shall submit the proxy form as per the above requirement.

      2. The proxy form shall be witnessed by two persons whose names, addressed and CNIC numbers shall be mentioned on the proxy form.

      3. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

      4. The proxy shall produce his/her original CNIC or original passport at the time of the Meeting.

      5. In case of a corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with the proxy form to the Company.

4. Any change of address of members should be immediately notified to the company's share registrar M/ s. Hameed Majeed Associates (Private) Limited, situated at 4* Floor, Karachi Chambers, Hasrat Mohani Road, Karachi.

5. In order to comply with the directives of the Securities and Exchange Commission of Pakistan, including in terms of Circular No. 4 of 2021, the Company has also arranged video conference facility for those members who are interested in participating virtually in the AGM.

   Special arrangements for participating in the AGM through electronic means willbe as under:

   1. AGM will be held through Zoom application - a video link facility.

   2. Members interested in attending the AGM through Zoom application are hereby requested to get themselves registered with the Company Secretary office by sending an e-mail with subject: "Registration for RCSML AGM" at the earliest but not later than 48 hours before AGM on E-mail: contactBsapphiretextiles.com.pk along witha valid copy of both sides of CNIC.

   Members are advised to mention their Name, Folio/CDC Account Number, CNIC Number, Valid email address and cell number.

   
   
   
   
   
   Reliance Cotton Spinninq Mills Limited

   312-Cotton Exchange Building,

   I.I Chundrigar Road, Karachi - 74000 Padistan

   Phone: 92-21 -1I I -000-100

   Fax: 92-21 -2416705, 92-2 i-2417418

   E-Mail: contactBsapphiretextiles.com.pk

   Upon receipt of the above information from the interested members, the Company will send the login credentials at their e-mail address. On the date of AGM, members will be able to login and participate in the AGM proceedings through their smartphone/computer devices. The login facility shallbe opened thirty (30) minutes before the meeting time to enable the participants to join the meeting after identification/ verification process.

6. The members are requested to submit a copy of their Computerized National Identity Card (CMC), if not already provided and immediately notify changes iI any, in their addresses to our Share Registrar M/s. Hameed Majeed Associates (Pvt) Ltd.

7. Pursuant to Companies (Postal Ballot) Regulations 2018, in case of special business, members will be allowed to exercise their right to vote through postal ballot, that is voting by post or through E-voting, in accordance with the requirements and procedures contained in the aforesaid regulations. The procedure of postal ballot [e-voting and voting by post] is hereby given below:

   E-voting Procedure:

   (a) Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cellnumbers, and e-mail addresses available in the register of members of the company by the close of business on 20 October 2025.

   (6) The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of Hameed Majeed Associates (Private) Limited (being the e-voting service provider).

   1. Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

   2. E-Voting lines will start from 23 October 2025, 09:00 a.m. and shall close on 25 October 2025 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change it subsequently.

   rrocedure for voting through Postal Ballot:

   The members shall ensure that duly filled and signed ballot paper, along with copy of CMC, should reach the Chairman of the meeting throu8h post at the registered address of the Company / Share Registrar or through email at con sa hi ete es n k by close of business on October 25, 2025. The signature on the ballot paper shall match with the signature on CNIC.

   Note: Under the provision of SRO 451 (I)/ 2025 issued by SECP to be read in conjunction with section 134 of the Companies Act, 2017, for allbusiness classified as "Special Business", the voting by the members of the listed company shall only be through postal ballot and therefore there shall be no voting by show of hands by members of the listed company who attend the general meeting physically.

   Further, the members who did not cast their vote through electronic voting facility or by post prior to the date of the general meeting, shall be allowed to cast his/ her vote on the day of the meeting by way of ballot paper only.

8. Deposit of physical certificate(s) in CDC Account: As per section 72 of Companies Act, 2017, every listed company shall be required to replace its physical certificates with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years kom the commencement of the Companies Act, 2017.

   Accordingly, a member having physical shares are encouraged to open a CDC sub-account with a broker or Investor Account directly with CDC to place their physical certificates into scrip less form.

9. Ari updated list of unclaimed dividends/shares of the Company is available on the Company's website https://www.sapphire.coin.pk/rcsml. These are unclaimed dividends/shares which have remained unclaimed or unpaid for three years from the date these have become due and payable.

10. Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay cash dividend to its shareholders only through electronic mode directly into bank account designated by the entitled shareholders.

312-Cotion Exchange Building,

I.I Chundrigar Road, Karachi - 74000 Padistan

Phone: 92-21 -111 -000-100

Fax: 92-2I -2416705, 92-21 -2417418

E-Mail: contact8sapphiretextiles.com.pk

In order to receive dividends directly into their bank account, shareholders are requested to fill in Electronic Credit Mandate Form available on Company's website and send it duly signed along with a copy of CNIC to the Shares Registrar of the Company M/s. Hameed Majeed Associates (Private) Limited, in case of physical shares.

In case shares are held in CDC then Electronic Credit h4andate Form must be submitted directly to shareholder's broker/ participant/CDC account services. No further action is required if IBAN has already been incorporated/updated in the CDC account or physical folio of the shareholder.

1. The rates of deduction of income tax from dividend payments under Section 150 of the Income Tax Ordinance, 2001 shall be as follows:

   1. Persons appearing in Active Tax Payers List (ATL) 15%

   2. Persons not appearing in Active Tax Payers List (ATL) 30%

   To enable the Company to make tax deduction on the amount of cash dividend B 15% instead of 30%, shareholders whose names are not entered into the Active Taxpayers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered in ATL before the first day of book closure, otherwise tax on their cash dividend will be deducted B 30% instead of 15%.

2. Withholding Tax exemption from the dividend income, shall only be allowed if copy of vaiid tax exemption certificate or stay order from a competent court of law is made available to Hameed Majeed Associates (Private) Limited, by the first day of Book Closure.

3. Further, according to clarification received from Federal Board of Revenue (FBR), with-holding tax will be determined separately on "Filer/Non-Filer' status of Principal shareholder as well as joint holder(s) based on their shareholding proportions, in case of joint accounts.

4. Zakat is also deductible at source from the dividend at the rate of 2.5% of the face value of the share, other than corporate holders or individuals who have provided an undertaking for non-deduction of zakat. To claim exemption from compulsory deduction of Zakat, shareholders are requested to submit a notarized copy of Zakat Declaration Form "CZ-50" on non-judicial stamp paper to the Shares Registrar before the date of book closure.

   In this regard all shareholders who hold shares jointly are requested to provide shareholding Proportions of Principal shareholders and Joint-holder(s) in respect of shares held by them (only if not already provided) to our Shares Registrar, in writing as follows:

   Company Name	Folio/ CDS Account #	Total Shares	Principal Shareholder		Joint Shareholder
   			Name and CNIC #	Shareholding Proportion (No. of Shares)	Name and CNIC #	Shareholding Proportion (No. of Shares)

   The required irdormation must reach our Shares Registrar within 10 days of this notice; otherwise, it will be assumed that the shares are equally held by Principal shareholder and Joint-holder(s).

5. For any query/ irdormation, the investors may contact the Company Secretary at phone: (021) 111 000 100 & email address: contact sapphiretextiles.com.pk and/or Hameed Majeed Associates (Private) Limited at phone: (021) 32424826 / 32469573 & email address: khi%hmaconsultants.com

6. Corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to the Company or Hameed Majeed Associates (Private) Limited. Shareholders while sending NTN or NTN certificates, as the case may be, must quote Company name and their respective folio numbers. Without the NTN Company would not be in a position to check filer status on the ATL and hence higher tax of 30% may be applied in such cases.

Reliance Cotton Spinning Mills Limited

3 I 2-Cotton Exchange Building,

I.I Chundrigar Road, Karachi - 74000 Pakistan

Phone: 92-21 -1I I -000-100

Fax: 92-2I -2416705, 92-2 1-2417418

E-Mail: contactBsapphiretextiles.com.pk

1. The Company shall provide video conference facility to its members for attending the General Meeting at places other than the town in which general meeting is taking place, provided that if members, collectively holding 10% or more shareholding residing at a geographical location, provide their consent to participate in the meeting through video conference at least 07 days prior to date of the meeting, the Company shall arrange video conference facility in that city subject to availability of such facility in that city.

   In this regard, please fill the following form and submit to registered address of the Company 07 days before holding of the General Meeting:

   "I/We, of being a member of Reliance Cotton Spinning Mills Ltd, holder of Ordinary Shares as per registered folio # hereby opt for video conference facility at "

   Signature of Member

2. The Securities and Exchange Commission of Pakistan has allowed the listed companies through SRO 389(I)/ 2023 dated March 21, 2023, to circulate the annual balance sheet and profit and loss account, auditor's report and directors report, etc. ("annual audited financial statements") to its members through QR enabled code and webhrik. However, any shareholder may request the company secretary in writing to provide a printed copy of the annual report at their registered address free of cost, within seven (07) days of receipt of such request. The shareholders who want to avail this facility may submit request form to the company's share registrar.

   The Annual Report of the company for the year ended June 30, 2025 is also available on the company's website https://www.sapphire.com.pk/rcsml.

3. The SECP, through its Circular 2 of 2018, dated February 9, 2018, has strictly prohibited companies from providing gifts or incentives, in lieu of gifts (tokens/coupons/lunches/takeaway packages) in any form or manner, to Shareholders at or in connection with general meetings. Under Section 185 of the Act, any violation of this directive is considered an offense, and companies failing to comply may face penalties.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

1. Agenda number 5(i) of the notice - Ratification and approval of the related party transactions

   The Company carries out transactions with its associates and related parties in accordance with its policies, applicable laws, regulations and with approval of board of directors of the company. However, during the year since majority of the Company's Directors are interested in certain transactions (by virtue of being the shareholder or common directorship), therefore due to absent of requisite quorum for approval in Board of Directors meeting, these transactions are being placed for the approval by shareholders in the Annual General Meeting.

   All transactions with related parties to be ratified have been disclosed in the note 37 to the unconsolidated financial statements for the year ended June 30, 2025.

   The company carries out transactions with its related parties on an arm's length basis as per the approved policy with respect to 'transactionswith related parties' in the normal course of business and periodically reviewed by the Board Audit Committee. Upon the recommendation of the Board Audit Committee, such transactions are placed before the board of directors for approval.

   Transactions entered into with the related parties include, but are not limited to, sale & purchase of goods, dividends paid and received, investments made (in accordance with the approval of shareholders and board where applicable) and sharing of common expenses.

   The nature of relationship with these related parties has also been indicated in note 37 to the unconsolidated financial statements for the year ended June 30, 2025.

   Reliance Cott inni Mi Is imited

   3I 2-Conon Exchange Building,

   I.I Chundrigar Road, Karachi - 74000 Pakistan

   Phone: 92-21 -111 -000-100

   Fax: 92-2I -2416705, 92-21 -2417418

   E-Mail: contact@sapphiretextiles.com.pk

2. Agenda number 5(ii) of the notice - Authorization for the Board of Directors to approve the related party transactions during the year ending June 30, 2026.

The Company shallbe conducting transactions with its related parties during the year ending June 30, 2026 on an arm's length basis as per the approved policy with respect to 'transactions with related parties' in the normal course of business. The majority of Directors are interested in these transactions due to their common directorship in the subsidiary / associated companies. In order to promote transparent business practices, the Board of Directors seeks authorization from the shareholders to approve transactions with the related parties from time-to-time on case-to-case basis for the year ending June 30, 2026 and such transactions shall be deemed to be approved by the Shareholders. The nature and scope of such related party transactions is explained above. These transactions shall be placed before the shareholders in the next AGM for their formal approval/ratification.

STATUS OF INVESTMENT UNDER CLAUSE 4 OF THE COMPANIES INVESTMENT IN ASSOCIATED UNDERTAKINGS REGULATIONS, 2017

3J2, Cotton Exchange 8uilding, J.LWundrigar Road, Karachi (Pakistan) UAN: 91 21 UI 000 100 Fax: 92 2J 32416705

Shore (Pakistan)

UAE: 92 2T MI 000 t00

Fax: 92 2J 35758783, 337J3753

BALLOT PAPER FOR VOTING THROUGH POST

Designated contactosa

address the

at the duly filled in ballot paper may be sent:

I/we hereby exercise my/our vote in respect of the below resolution through postal ballot by conveying my/our assent or dissent the following resolution by placing tick ( ) mark in the appropriate box below:

Signature of shareholder

Place: Date:

3t2, Cotton Exchange Bui1 g, Lt.Wundrigar Itoad, Karachi (Pakistan) UAN: 92 2T 31 000 T00 Fax: 92 21 32426705

7-A/ K, Main Boulevard, GuJber g•I1, Lahore (Pakistan)

UAE: 92 21 111 000 100

F-ax: 92 21 35758783, 357J3753

NOTES/ PROCEDURE FOR SUBMISSION OF BAIIOT PAPER:

1. Copy of CNIC/ Passport (in case of foreigner) should be enclosed with the postal ballot form.

2. Postal ballot forms should reach chairman of the meeting on or before October 25, 2025 during working hours. Any postal ballot received after this date, will not be considered for voting.

3. Signature on postal ballot should match with signature on CNtC/ Passport (In case of foreigner).

5 Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.

1. In case of representative of body corporate and corporation, postal ballot must be accompanied with copy of CNIC of authorized person, along with a duly attested copy of Board Resolution, Power of Attorney, or Authorization Letter in accordance with Section(s) 138 or 139 of the Companies Act, 2017, as applicable, unless these have already been submitted along with the Proxy Form. In case foreign body corporate etc. all documents must be attested from the Counsel General of Pakistan having jurisdiction over the member.

2. Ballot paper has also been placed on the website of the Company https://www.sapphire.com.pk/rcsml. Members may download the ballot paper from the website or use original/photocopy published in newspapers.