Notice of Extraordinary General Meeting

Tax: 92-2I -2416705, 92-21 -241 7418

E-Mail contact&sapphiretexti1es.com.pk

Notice is hereby given that an Exba-Ordinary General Meeting of Reliance Cotton Spinning Mills Limited willbe held on Wednesday the 25+ February 2026 at 11:00 a.m. at ICAP Auditorium, Institute of Chartered Accountants of Pakistan, Chartered Accountants Avenue, Clifton, Karachi to transact the following business:

1. To confirm the minutes of the last general meetings.

2. To elect seven Directors as fixed by the board under section 159(1) of the Companies Act, 2017 for a period of three years. The retiring Directors are:

   1. Mr. Shahici Abdullah

   2. Mr. Amer Abdullah

   3. Mr. Yousuf Abdullah

   4. Mr. Shayan Abdullah

      S. Mr. Nabeel Abdullah

      1. Mr. Anjum Saleem - Independent Director

      2. Mrs. Madilna Saeed Nagra - Independent Director

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

A statement under section 166(3) of the companies act, 2017 and clause 4(2) of the companies (investment in associated undertakings) regulations, 2017 are being sent to the shareholders along with this notice.

By order of e Board

Karachi

February 03, 2026

RAMEE AUSI COMPANY SECRETARY

NOTE:

1. 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 behaf. 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

   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 aiso be down1oacted from the Company's website: www.sapphire.com.pk/rcsml.

   Li

   
   
   

   3I 2-Conon Exchange Building,

   LI Chundrigar Road, Karachi - 74000 Pakistan

   Phone: 92-21-111-000-100

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

   E-Mail: contactBsapphiretextiles.con .pk

2. 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 aPending 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 fteguIations, shall authenticate his identity by showing his original computerized national identity card (CNIC) or original passport at the time of attending the meeting.

      2. hi case of corporate entity, the board of directors' resolution / power of attorney with specimen signature of the nominee shallbe 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 their registration details are uploaded as per the above ftegulations, shall submit the proxy form as per the above requirement.

      2. The proxy form shallbe witnessed by two persons whose names, addressed and CFfIC numbers shallbe 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.

3. 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.

Special arrangements for participating in the EOGM through electronic means will be as under:

1. EOGM willbe held though Zoom application - a video link facility.

2. Members interested in attending the EOGM 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 EOGM" at the earliest but not later than 48 hours before EOGM on E-mail: o a i et s om k along with a valid copy of both sides of CNIC.

Members are advised to mention their Nme, Folio/CDC Account Number, CNIC Nuiriber, Valid email address and cellnumber.

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

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

2. Pursuant to Companies (Postal Ballot) Regulations 2018, in case of special business & election of directors (if the number of persons who offer themselves to be elected is more than the number of directors fixed under subsection (1) of section 159 of the Act), members willbe 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:

   312-Cotion Exchange Building, I I Chundrigar Road, Karachi - 74000 Pakistan

   Phone: 92-21 - 111 -000- 100

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

   contac1&sappbiretextiles com.pk

   
   
   

   E-voting Procedure:

   1. Details of the e-voting facility will be shared through an e-man with those members of the Company who have their valid CNIC numbers, celt numbers, and e-mail addresses available in the register of members of the company by the close of business on 18 February 2026.

      (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 Hmeed Majeed Associates (Private) Limited (being the e-voting service provider).

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

      (d) E-Voting lines will start from 21 February 2026, 09:00 a.m. and shall close on 24 February 2026 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.

      Procedure for voting through Postal Ballot:

      The members shall ensure that duly filled and signed ballot paper, along with copy of CNIC, should reach the Chairman of the meeting tiarough post at the registered address of the Company / Share Registrar or through email at contac&sapphiretexti1es.com.pk, by close of business on February 24, 2026. The signature on the ballot paper shall match with the signature on CMIC.

      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 all business classified as "Special Business", the voting by the members of the listed company shall only be through postal ballot and therefore there shallbeno 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, shallbe allowed to cast his/ her vote on the day of the meetmg by way of ballot paper only.

3. 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 yith 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 front 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.

4. An updated list of unharmed dividends/ shares of the Company is available on the Company's website https://www.sapphire.cout pk/rcsm1. These are unclaimed dividends/shares which have remained unharmed or unpaid for three years from the date these havebecome due and payable.

5. 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 10a 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 lteliance Cotton Spinning Mills Ltd, holder of Ordinary Shares as per registered folio f hereby opt for video conference facility at ."

   Signature of Member

   3l 2-Conan Exchange Building, Road, Karachi

   
   
   

   Fax: 92-21 •2416705, 92-2] -2417418

   E-Mai1: contact@sapphiretextiles.com.pk

6. 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.

Election of Directors

Any member who seeks to contest the election to the office of Director shall, whether he/she is a retiring Director or otherwise, file with the Company at its Registered Office not later than fourteen days before the date of the meeting, tire following details/documents:

1. Notice of intention to offer himself/herself for election as a Director in terms of section 159 (3) of the Companies Act. 2017.

2. Consent to act as a Director under Section 167(1) of the Companies Act, 2017.

3. Detailed profile along with his/ her office address for placement on Company's website.

4. Attested copy of valid CNIC/ Passport and National Tax Number (MTN).

5. His/her Folio Number/CDC Investor Account Number/CDC Participant ID Number/Sub Account Number. A person must have qualify ing shares of the Company at the time of filing of his/her consent to act as Director. The aforesaid qualification shallnot be applicable to persons mentioned in proviso to Section 153(i) of this Act.

6. Detail of other directorship and offices held.

7. Signed declaration to the effect that he/she is aware of duties and powers of Directors under the Companies Act, 2017, Memorandu m and Articles of Association of the Company, Rule Book of Pakistan Stock Exchange Limited, 11ae Listed Companies (Code of Corporate Governance) Regulations, 2019 and other relevant laws and regulations.

viu Signed declaration to the effect that he/she is compliant with requirements and eligibility/qualification criteria as set out in the Companies Act, 2017, Listed Colapanies (Code of Corporate Governance) Regulations, 2019 and other relevant laws and regulations for appointment as Director/Independent Director of a listed company.

1. Declaration by independent Déector(s) under Clause 6(3) of the listed Companies (Code of Corporate Governance) Regulation 2019; and

2. Undertaking on non-judicial stamp paper that he / she meets the requirements of sub regulation (1) of

Regulation 4 of the Companies (Manner and selection of Independent Directors) Jtegulations, 2018.

Any person who is eligible under section 153 and meets the criteria under section 166 of the Companies Act, 2017, may submit nomination to be elected as Independent Director. However, it is noteworthy to mention here that Independent Director shall be elected in the same manner as other directors are elected in terms of section 159 of the Companies Act, 2017. The company shall exercise due diligence before selecting a person from the data bank that the contestant meets the independence criteria as mentioned in Section 166(2} of the Companies Act, 2017.

The list of contesting directors will be published in newspapers not later than seven days before the date of the said meeting in terms of section 159(4). Further website of the company will also be updated with the required information for each Director.

No Director has direct interest in the above said business except they may contest for election of directors accordingly.

3I 2-Cotton Exchange Building,

1.I Chundrigar Road. Karachi -74000 Pakistan

Phone: 92-21 -11 I -000- J00

Fax: 92-21 -24I670S, 92-21 -241? 418

E-Mail: contact&sapphiretextiles.com.pk

STATUS OF INVESTMENT UNDER CLAUSE 4(2) OF THE COMPANIES (INVESTMENT IN ASSOCIATED UNDERTAKINGS) REGULATIONS, 2017