Issuance of Right Shares

Shadab Textile Mills Limited

Manufacturer, Importer & Exporter

Registered Office: A-601/A, City Towers, 6-K, Main Boulevard, Gulberg-II, Lahore.

Ph: (042) 35788714-16 Fax: (042) 35788718 E-mail: shadstm@brain.net.pk N.T.N.: 0657824-1

STM/PSX/26

February 10, 2026

Mr. Akbar Ali,

Manager-Trading & TREC Affairs Department, Pakistan Stock Exchange Limited,

Stock Exchange Building, Stock Exchange Road, Karachi.

Subject: Issuance of Right Shares

Dear Sir,

With reference to PSX Ref. No. PSX/C-542-177 dated February 04, 2026 on the subject cited above, we enclose herewith draft Schedule I/Offer Documents of Shadab Textile Mills Limited for your review and comments.

Further, we would like to inform you that Shadab Textile Mills Limited does not intend to seek public comments on the draft Office Documents, as mention under clause (iv) of clause 2 in Companies (Further Issue of Shares) Regulations, 2020.

Yours Sincerely,

For SHADAB TEXTILE MILLS LIMITED

Encl: As Above.

Copy to:

The Commissioner

Corporate Supervision Department

Securities and Exchange commission of Pakistan Islamabad

The Director

Surveillance Supervision Enforcement (SMD)

Securities and Exchange Commission of Pakistan, Islamabad

Mills: Nasimabad, Shahkot, District Nankana Sahib. Ph: (056) 2550171-72 Fax: (056) 2550173 Mills: 1-km Chunian Road, Habibabad. Ph: (049) 4500633

Shadab Texfile Mill5 Limited Right Share - Offer Document

Date and place of incorporafion: Pakistan Incorporation number: 0007162

Registered Office: A-601/A, City Towers 6-K, Main Boulevard Gulberg-II, Lahore Pakistan

Contact Person: Tariq Javaid, Contact Details: +92 300 4650377 Email: shadstm@brain.net.pk Website:

«w.shadabtexfiIe.com

Total Issue Size: The Right Issue consists of 6,250,000 Right Shares (i.e. 37.65% of the exisfing paid-up capital of Shadab Texfile Mills Limited) at an offer price of PKR 40.00 per share (i.e. including a premium of PKR 30.00 per share) for an aggregate issue size of PKR 250,000,000 (Pak Rupees Two Hundred Fifty Million) at a rafio of

37.65 rights shares for every 100 shares held.

Date of Placing Offer Document on PSX for Public Comments: N/A Date of Final Offer Letter: March 6, 2026

Date of Book Closure: From [February 23, 2026] to [February 23, 2026]

Subscription Amount Payment Dates: From [March 9, 2026] to [April 8, 2026]

Trading Dates for Letter of Rights: From March 9, 2026 to April 1, 2026

Website: This offer document is available for downloaded at:«ww.shadabtexfiIe.com.

Details of the relevant contact persons:

Underwriters:

Bankers to the Issue:

UNDERTAKING ON RS.100/- STAMP PAPER

The following undertaking by the Issuer:

"WE MIAN AAMIR NASEEM, THE CHIEF EXECUTIVE OFFICER AND MUHAMMAD ADEEL ANWAR KHAN, THE CHIEF FINANCIAL OFFICER OF SHADAB TEXTILE MILLS LIMITED CERTIFY THAT;

1. THE OFFER DOCUMENT CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;

2. THE INFORMATION CONTAINED IN THE OFFER DOCUMENT IS TRUE AND CORRECT TO

   THE BEST OF THE!R KNOWLEDGE AND BELIEF;

3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD;

4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE OFFER DOCUMENT AS A WHOLE OR ANY PART THEREOF MISLEADING; AND

5. ALL REQUIREMENTS OF THE COMPANIES ACT, 2017, THE COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE CENTRAL DEPOSITORY COMPANY AND THAT OF PSX PERTAINING TO THE RIGHT ISSUE HAVE BEEN FULFILLED."

For and on behalf of Shadab Textile Mills Limited

.......Sd-.........

Name of Chief Executive Officer

....Sd-... ........

Name of Chief Financial Officer

UNDERTAKING ON RS.100/- STAMP PAPER

Undertaking by the Board of Directors (Board) [or an officer of the Company authorized by them in this behalf

Date: [*)

WE, THE BOARD OF DIRECTORS OF Shadab Texfile Mills Limited HEREBY CONFIRM THAT:

ALL MATERIAL INFORMATION AS REQUIRED UNDER THE COMPANIES ACT, 2017, THE SECURITIES ACT, 2015, COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE LISTING OF COMPANIES AND SECURITIES REGULATIONS OF THE PAKISTAN STOCK EXCHANGE LIMITED HAS BEEN DISCLOSED IN THIS OFFER DOCUMENT AND THAT WHATEVER IS STATED IN OFFER DOCUMENT AND IN THE SUPPORTING DOCUMENTS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELT EF AND THAT NOTHING HAS BEEN CONCEALED.

WE UNDERTAKE THAT ALL MATERIAL INFORMATION, INCLUDING RISKS THAT WOULD ENABLE THE INVESTOR TO MAKE AN INFORM ED DECSON, HAS BEEN DISCLOSED IN THE OFFER DOCUMENT.

RIGHT ISSUE IS THE DISCRETION OF BOARD OF THE ISSUER AND IT NEITHER REQUIRE APPROVAL OF THE COMMISSION NOR THE SECURITIES EXCHANGE.

THE DRAFT OFFER DOCUMENT WAS PLACED ON THE WEBSTE OFTHE SECURTIES EXCHANGE AND THE ISSUER,IFPUBLICCOMMENTSARESOUGHT, ON (LE.WITHN 3WORKNG DAYSOFTHEDATEOF ANNOUNCEMENTBYTHEBOARD.

V. PUBLIC COMMENTS WERE FROM SOUGHT FOR A PERIOD OF 5 (FIVE) DAYS I.E TO [OPITONAL AND IS THE DISCRETION OF THE COMPANY]

COMMENTS FROM SECURITIES EXCHANGE AND THE SECP WERE RECEIVED ON February 18, 2026

VII. THE BOARD HAS ENSURED THAT DRAFT OFFER DOCUMENT l5 UPDATED lN LlGHT OF THE PUBLIC COMMENTS(IF5OUGHT),SECURTESEXCHANGEANDSECPCOMMENTS

THE BOARD HAS DISCLOSED ON PSX'S AND COMPANY'S WEBSITE, ALL THE COMMENTS RECEIVED ALONG WITH THE EXPLANATIONS AS TO HOW THEY ARE ADDRESSED.

1. THE FINAL OFFER DOCUMENT WAS SUBMITTED TO THE COMMISSION AND PLACED ON SECURITIES EXCHANGE WEBSITE ON February 18, 2026 ALONG WITH THE BOOK CLOSURE DATES AND RELEVANT RIGHT ISSUANCE TIMELINES. (I.E. WITHIN 5 DAYS FROM THE DATE OF RECEIPT OF COMMENTS OF PSX

   and SECP)

2. THE STATUATORY AUDITOR M/s. FAZAL MEHMOOD AND CO OF THE ISSUER SHALL SUBMIT HALF YEARLY REPORT TO THE ISSUER REGARDING UTILIZATION OF PROCEEDS IN THE MANNER REFERRED TO IN THE FINAL OFFER DOCUMENT. THE ISSUER WILL INCLUDE THE REPORT OF THE STATUTORY AUDITOR, ALONG WITH ITS COMMENTS THEREON, IF ANY, IN ITS HALF YEARLY AND ANNUAL F!NANCIAL STATEMENTS.

   NAMES OF THE DISSENTING DIRECTOR (IF ANY) ARE Ni!.
   
   FOR AND BEHALF OF SHADAB TEXTILE MILLS LIMITED

   Aamir Naseem

   Chief Executive Officer

   
   
   

   DISCLAIMER:

   1. Following disclaimer be included:

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

      • The Securifies Exchange and the SECP disclaim:

        1. Any liability whatsoever for any loss however arising from or in reliance upon this document to anyone, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.

        2. Any responsibility for the financial soundness of the Company and any of its schemes/projects stated herein or for the correctness of any of the statements made or opinions expressed with regards to them by the Company in this Offer document.

        3. Any responsibility with respect to the quality of the issue.

      • It is clarified that informafion in this Offer document should not be construed as advice on any particular matter by the SECP and the Securifies Exchange and must not be treated as a subsGtute for specific advice.

        
        
        

        GLOSSARY OF TERMS

        BOD	Board of Directors
        Company or Issuer	Shadab Textile Mills Limited
        Companies Act	Companies Act, 2017
        CDC	Central Depository Company of Pakistan Limited
        CDS	Central Depository System
        PKR or Rs	Pakistani Rupees
        PSX or Securities Exchange	Pakistan Stock Exchange Limited
        SECP or Commission	Securities & Exchange Commission of Pakistan
        STML	Shadab Textile Mills Limited

        
        
        

        DEFINITIONS

        Banker to the Issue	Any bank with whom an account is opened and maintained by the Issuer for keeping the issue amount. Meezan Bank Limited, has been appointed as Bankers to the Issue, in this Right Issue
        Book Closure Dates	The Book Closure shall commence from [February 23, 2026 to [February 23, 2026].
        Issue	Issue of 6,250,000 right shares representing 37.65% of the total paid-up capital of the Company.
        Issue Price	PKR 40,00/- per share The price at which right shares of the Company are being offered for subscription by the existing shareholders of the Company
        Market Price	The latest available closing price of the share.
        Net Worth	Total assets minus total liabilities.
        Ordinary Shares	Ordinary Shares of Shadab Textile Mills Limited having face value of PKR 10.00/- each.
        Regulations	The Companies (Further Issue of Shares) Regulations, 2020
        Right Issue	Shares offered by a company to its members strictly in proportion to the shares already held in respective kinds and classes.
        Sponsor	A person who has contributed initial capital in the issuing company or has the right to appoint majority of the directors on the board of the issuing company directly or indirectly; A person who replaces the person referred to above; and A person or group of persons who has control of the issuing company whether directly or indirectly.

        
        
        

        TABLE OF CONTENTS

        1. 8.

           9.

           (i)

           10.

           11.

           12.

           13.

           SALIENT FEATURES OF THE RIGHT ISSUE 8

           1. Brief Terms of the Rights Issue: 8

           2. Principal Purpose of the Issue and funding arrangements: 10

        1. Financial Effects Arising from Right Issue: 12

        2. Total expenses to the issue: (i) banker's commission (ii) others, if any. 12

        3. Details of Underwriters: 12

        4. Commitments from substantial shareholders/directors: 13

        5. Fractional Rights Shares: Fractional shares, if any, shall not be offered and all fractions less than a share shall be consolidated and disposed of by the company and the proceeds from such disposition shall be paid to such of the entitled shareholders as may have accepted such offer; 13

        6. Important Dates: 13

        SUBSCRIPTION AMOUNT PAYMENT PROCEDURE. 14

        PROFILE OF MANAGEMENT AND SPONSORS. 14

        Profile of the Board of Directors of the company. 14

   2. Other Directorships held (provide names of the company(ies) 16

   3. Profile of Sponsors. 17

      DETAILS OF THE ISSUER: 17

   4. Financial highlights of Issuer for last three years 17

1. Financial highlights for the preceding year of consolidated financial: 17

2. Detail of issue of capital in previous five years: 17

3. Average market price of the share of the Issuer during the last six months: N/A. 18

4. Share Capital and Related Matters 18

   RISK FACTORS ...................................................................................................................,. 20

   LEGAL PROCEEDINGS: 22

   SIGNATORIES TO THE OFFER DOCUMENT 22

   
   
   

   1. SALIENT FEATURES OF THE RIGHT ISSUE

      1. Brief Terms of the Rights Issue:

         	a)	Description of issue	Issuance of new ordinary shares by way of rights to existing shareholders of the Company, at PKR 40.00/- (Pak Rupees Forty only) per share, as per their proportional entitlement.
         	b)	Size of the proposed issue	The Company shall issue 6,250,000 (Six Million Two Hundred Fifty Thousand) ordinary shares, at a price of PKR 40.00/- (Pak Rupees Forty only) per share, aggregating to PKR 250,000,000/- (Pak Rupees Two Hundred Fifty Million).
         	)	Face value of the share	PKR 10.00/- each
         	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 also in line with the prevailing market practice. In fact, the Right Issue price constitutes a discount of approximately 13% to the prevailing market price (as of 3'dFebruary, 2026 being the date of announcement of the Right Issue).
         	e)	Proportion of new issue to existing issued shares with condition, if any	37.65 right shares for every 100 ordinary shares held i.e. 37.65% % of the existing paid-up capital of the Company
         	f)	Date of meeting of the BOD wherein the Right Issue was approved	February 03, 2026
         	g)	Names of directors attending the BOD meeting	1 Saad Naseem
         	h)	Brief purpose of utilization of Right Issue proceeds	The main purpose of the company to add machinery to make the more efficient and cost effective and to reduce high cost short- term debt of the Company. These initiatives will enable the Company to increase its bottom-line profitability, Further-more, these projects will enhance production efficiencies, enable entry into new markets and promote environmental sustainability. These efforts underscore the Company's commitment to sustainable growth, operational excellence, and long-term value creation for its shareholders.

         1. Farrukh Naseem

         2. Yasir Naseem

         3. Hamza Naseem

         4. Fahad Shafiq

         5. Ghazanfer Feroz

         6. Mrs. Fatima Aamir

         7. Aamir Naseem (Chief Executive)

         the Right ssu Detai

         of the main objects for raising funds through present Right Issue

         Plant and machinery aggrega0ng approximately PKR

         179.00 million, to be financed out of the proceeds of the proposed Right Issue. Management informed the Board that, due to inning differences between the expected receipt of Right Issue proceeds and the payment schedules for the machinery, the Company may be required to make certain advance payments prior to the receipt of such proceeds. It was noted that any such interim payments shall be met through internal cash generafion and/or short-term bank borrowings, which shall subsequently be adjusted against the proceeds of the Right Issue upon receipt.

         The Board reviewed and discussed the details of the achinery acquisiGons, as summarized below:

         1. ort of Four 04 Sets of Saurer Card Machines Cosfing USD 216,000, against which the Letter of Credit was established on I December 2025.

            Shipment and refirement of the L/C are expected by the nd of March 2026. The esfimated landed cost is PKR 65.00 million.

         2. Inn of Three 03 Sets of Tianmen Drawin Machines

         Costing USD 54,000, against which the Letter of Credit was established on 10 December 2025. Shipment and retirement of the L/C are expected February 2026. The estimated landed cost

         is PKR 16.50 million.

         ort of 250 kW Com ressor & High-S eed Card Esfimated cost of 250 Kw Compressor and High-speed card is PKR 50.00 million for which L.C will be established after the receipts of proceeds of right share issue.

         4. Installation of 730 KW Solar Power S stem EsLmated cost PKR 47.50 million.

         After detailed deliberation, the Board approved the above capital expenditure plan and authorized management to:

         1. Make advance interim payments, where required, using internal funds and/or bank financing prior to receipt of Right Issue proceeds; Subsequently adjust such payments against the

            
            
            

            		proceeds of the Right Issue strictly in accordance with disclosed ufilizafion plans; and Take all necessary steps to ensure compliance with applicable SECP and PSX regulations, including disclosures relafing to utilizafion of Right Issue proceeds.
            j)	Minimum level of subscription (MLS)	Not Applicable
            k)	"Application Supported by Blocked amount" (ASBA) facility, if any, will be provided for subscription of right shares.	Not Applicable
            (i)	Clear justification for issuance of shares of different kind or class, if applicable. N/A

            
            
            

      2. Principal Purpose of the Issue and funding arrangements:

After detailed deliberation, the Board approved the above capital expenditure plan and authorized management to:

1. Make advance or interim payments, where required, using internal funds and/or bank financing prior to receipt of Right Issue proceeds;

2. Subsequently adjust such payments against the proceeds of the Right Issue strictly in accordance with disclosed ufilization plans; and

3. Take all necessary steps to ensure compliance with applicable SECP and PSX regulations, including disclosures relating to utilization of Right Issue proceeds.

1. General Requirements:

   1. Where the issuer proposes to undertake more than one activity or project, such as diversificafion, modernizafion, expansion, etc., the total project cost acnvity-wise or project wise, as the case may be.

   2. Where the issuer is implemenfing the project in a phased manner, the cost of each phase including the phase, if any, which has already been implemented.

   3. Details of all material exisfing or anficipated transacfions in relafion to the utilization of the issue proceeds or project cost with promoters, directors, key managerial personnel, associate companies.

      
      
      

2. Financial Effects Arising from Right Issue:

   Authorized Share Capital	PKR	400,000,000	400,000,000	0.00%
   Paid-up Capital	PKR	166,600,000	228,500,000	37.65%
   Number of Shares	Unit	16,600,000	22,850,000	37.65%
   Total Equity	PKR	1,757,072,000	2,007,072,000	14.22%
   Net Asset/Breakup value per share*	PKR	105.85	87.83	(20.51%)
   Gearing Ratio**	%	0.42	0.37	(11.90%)
   Production Capacity	Unit	21,817,513	21,817,513
   Market Share	%	0.36%	0.36%

   " The break-up value is calculated as follows. Total Equity :- //o. of Shares.

   ** Gearing Ratio is co/cv/ated as/o/lows. /Vet Oebt (Total Borrowings - Cash & Bank Balances) :- Total Equity

3. Total expenses to the issue: (i) banker's commission (ii) others, if any.

   1.50%

   3.00%

   125,000

   12,500

   2,730

   50,000

   400,000

   400,000

   
   
   

4. Details of Underwriters:

   Name of the Underwriter	Amount Underwritten (PKR)	Associated Company/ Associated undertaking of the Issuer (YES/NO)
   Muhammad Munir Muhammad Ahmed Khanani Securifies Limited	98,925,000/-	NO

   
   
   

5. Commitments from substanfial shareholders/directors:

   Name of the Person	Status (Substantial Shareholder /Directorj	No. of Exisfing Shares	Number of Shares Committed to be Subscribed'	Amount Committed to be Subscribed (PKR)*	Shareholding %pre-issuance	Shareholding %post issuance**
   Saad Naseem	Chairman / Director	955,215	359638	14,385,520	5.75	5.75
   Aamir Naseem	CEO / Substantial Shareholder	2,835,209	1067456	42,698,240	17.08	17.08
   Farrukh Naseem	Directo r	1,057,000	397960	15,918,400	6.33	6.33
   Yasir Naseem	Directo r	500,000	188250	7,530,000	3.01	3.01
   Hamza Naseem	Directo r	955,215	359638	14,385,520	5.75	5.75
   Fahad Shafiq	Director	2,766	1041	41,640	0.02	0.02
   Ghazanfer Feroz	Director	5,533	2083	83,320	0.03	0.03
   Mr. Fatima Aamir	Director	614,545	231376	9,255,040	3.70	3.70

   'Subject to subscripfion of addinonal shores which may be unsubscribed, or disposal of shares otherwise held, or shares enfitlement Subscribed by persons arranged by such substonnal shareholder/ director in accordance with the opplicable lows

   * Including through persons arronged by such substance/ shoreholders/ directors

6. Fracfional Rights Shares: Fracfional shares, if any, shall not be offered and all fracfions less than a share shall be consolidated and disposed of by the company and the proceeds from such disposiGon shall be paid to such of the enfitled shareholders as may have accepted such offer;

   The Board of Directors of the Company have resolved in their meefing held on February 3, 2026 that all frac0onal enfitlements, if any, will be consolidated in the name of the Company Secretary (under trust), 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, shall be distributed / paid to the enfitled shareholders in proportion to their respective entitlements as per the applicable Regulations.

7. 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 out to the credit of "Shadab Textile Mills Limited-Right Shares Subscript on Account" through any of the authorized branches of above-menfioned bank(s) on or before April 8, 2026 along with this Right SubscripGon Request duly filled in and signed by the subscriber(s).

   2. Right Subscript on Request can be downloaded from the Company website: https://www.shadabtexfile.com.

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

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

   5. The Banker(s) to the Issue will not accept Right Subscripfion Requests delivered by post which may reach after the closure of business on April 08, 2026 unless evidence is available that these have been posted before the last date of payment.

   6. Payment of the amount indicated above to the Issuer's Banker(s) to the Issue on or before April 8, 2026 shall be treated as acceptance of the Right offer.

   7. After payment has been received by the Banker(s) to the Issue, the Right Securities will be credited into respective CDS Accounts within 10 business days from the last payment date. Paid Right Subscripfion Request will not be traded or transferred.

2. PROFILE OF MANAGEMENT AND SPONSORS

   1. Profile of the Board of Directors of the company

      Name	Position	Tenure of Directorship
      Saad Naseem	Chairman/Nom-Executive Director	26-08-2025/28-03-2025
      Aamir Naseem	Chief Execufive Officer	10-04-2025
      Farrukh Naseem	Executive Director	28-03-2025
      Yasir Naseem	Nom-Execufive Director	28-03-2025
      Hamza Naseem	Nom-Executive Director	28-03-2025
      Fahad Shafiq	Independent Director	28-03-2025
      Ghazanfer Feroz	Independent Director	28-03-2025
      Mrs. Fafima Aamir	Nom-Executive Director	28-03-2025

      Saad Naseem Chairman/Director

      
      
      

      Saad Naseem, is a graduate from City University, London, and has been a Director at Shadab Textile Mills Limited since 2013 and Chairman of Board since August 26, 2025. He is also a cerflfied director under the Code of Corporate Governance, reflecting his commitment to best practices in corporate governance. His diverse experience in the textile industry, combined with his educational background, positions him as a valuable asset to the board and a contributor to the strategic direction of the organizations he is associated w!th.

      Aamir Naseem

      Chief Executive

      Aamir Naseem is the Chief Executive of Shadab Textile Mills Limited, where he has served as Director Incharge since January 1990. With an MBA in Finance from the USA, he brings over 3S years of extensive experience in the textile industry, demonstrating strong leadership and operational expertise. His managerial acumen and strategic vision have significantly contributed to the growth and development of the organizations he leads.

      Farrukh Naseem Executive Director

      Farrukh Naseem is an esteemed figure in the textile industry with an extensive career spanning over 45 years. An alumnus of Commerce College, Sargodha, he currently serves as the Chief Executive of Sargodha Spinning Mills Limited and has been a Director of Shadab Textile Mills Limited for nearly four decades. His vast experience and strategic oversight play a crucial role in driving the success and governance of the organizations he leads.

      Yasir Naseem

      Non-Executive Director

      Yasir Naseem holds a Bachelor of Science (Hons) Degree in Business Management from Queen Mary, University of London, graduafing in 2016. His academic background has provided a strong foundation in strategic management, leadership, and business operafions, equipping him with the expertise to drive innovation and growth in the industry. He is equipped with DTP cerfification under the Code of Corporate Governance, Regulations, 2019, highlighting his dedication to corporate governance standards.

      Hamza Naseem Director

      Hamza Naseem, a law graduate from Lahore Grammar University (LGU) through the University of London External Program, has served as a Director of Shadab Textile Mills Limited since April 2016. He is equipped with DTP certification under the Code of Corporate Governance, Regulations, 2019, highlighting his dedicaGon to corporate governance standards. His legal background and governance expertise contribute significantly to the strategic management and compliance of the businesses he oversees.

      Fahad Shafiq

      Independent Director

      Mr. Fahad Shafiq, an Independent Director of Shadab Textile Mills Limited since 2019, brings a wealth of experience from the Pakistan Capital Market and the yarn and fabric industry. His freelance work in financial analysis and investment consultancy, combined with hands-on knowledge of the textile sector, provides valuable insights that enhance the company's strategic decision-making.

      Mr. Shafiq also holds a Directors' Certification, underscoring his commitment to corporate governance and effective leadership. His ability to foster transparency and accountability ensures that the interests of stakeholders are prioritized, making him a key asset to the board and integral to the company's growth and success.

      
      
      

      Ghazanfer Feroz IndependentDirector

      Ghazanfer Feroz is an independent director with a solid educational background, holding a Bachelor's degree in Chemical Engineering and Economics from the USA. With 26 years of diverse experience, he has progressed from grassroots operations to senior management roles in various sectors, including manufacturing, marketing and sales, new product development, research, and international trade.

      Mr. Feroz possesses extensive expertise in industrial specialty chemicals, fluids, and lubricants, specializing in their specifications for production and maintenance processes. He is proficient in specifying sensors and instrumentation for various industrial operations and has significant experience in designing process parameters and scaling up production to achieve economies of scale. His skill set includes project startup and feasibility evaluations aimed at long-run cost analyses to meet corporate strategic goals. Additionally, he has led reliability maintenance (RM) analysis programs focused on predictive maintenance solutions relevant to sectors such as polymer, textile processing, wood processing, and oil and gas production.

      Mrs. Fatima Aamir

      Female Non-Executive Director

      Mrs. Fatima Aamir is a prominent female director at Shadab Textile Mills Limited, a position she has held since March 2013. An alumna of Beacon House School, she brings valuable insights to the management team, leveraging her experience. Her contribufions are instrumental in advancing the strategic objectives and governance of the organizations she is involved with.

      
      
      

      1. Other Directorships held (provide names of the company(ies)

         Name	Designation	Name of The Company
         Farrukh Naseem	Executive Director	Sargodha Spinning Mills Ltd., (C/E)
         		Tariq Textile Mills Ltd.,
         Aamir Naseem	Chief Execufive	Sargodha Spinning Mills Ltd.,
         		Tariq Textile Mills Ltd.,
         		Sargodha Textile Mills Ltd.,
         		Blue Star Enterprises (Pvt) Ltd.,
         Mr. Saad Naseem	Chairman/Non-Executive Director	Sargodha Spinning Mills Ltd.,
         		Tariq Textile Mills Ltd., (C/E)
         		Shadab Innovations (Pvt) Ltd.,(C/E)
         		Blue Star Enterprises (Pvt) Ltd.,
         Mr. Yasir Naseem	Non-Executive Director	Tariq Textile Mills Ltd.,
         		Shadab Innovations (Pvt) Ltd.,
         Mr. Hamza Naseem	Non-Executive Director	Sargodha Spinning Mills Limited
         Mr. Fahad Shafiq	Independent Director	None
         Mr. Ghazanfer Feroz	Independent Director	None
         Mrs. Fatima Aamir	Director	Tariq Textile Mills Ltd.,
         		Shadab Innovations (Pvt) Ltd.,

         
         
         

      2. Profile of Sponsors N/A

      3. If sponsor is company registered in Pakistan, date of incorporation, names of directors % age of shareholding

         
         
         

      4. If sponsor is foreign registered company, % age of shareholding, Form 43, form 45 be provided

3. DETAILS OF THE ISSUER:

   1. Financial highlights of Issuer for last three years

   Name of the Statutory Auditors				Fazal Mahmood and Company				Fazal Mahmood and Company	Fazal Mahmood and Company
   Revenue-net				8,002.565				7280.768	5,962.782
   Gross Profit				564.638				399.065	183.652
   Profit before Interest &Tax				382.152				248.818	44.473
   Profit /(loss) after Tax				185.025				98.466	(107.742)
   Net Profit / (loss)				185.025				98.466	(107.742)
   Accumulated Profit /(loss)				720.599				548.024	449.558
   Total Assets				3,215.029				3,089.043	2,849.313
   Total Liabilities				1457.072				1476.646	1396.650
   Net Equity				1,757.072				1,612.397	1,452.661
   Break-up value Per Share (PKR)				105.85				97.13	87.51
   Earnings / (loss) per share - PKR				11.15				5.93	(6.49)
   Dividend Announced				12.50				7.50	NIL
   Bonus Issue				NIL				NIL	NIL

   1. Financial highlights for the preceding year of consolidated financial:

      Not Applicable

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

      Bonus Issue	FY2025	FY2023	FY2022	FY2021	FY2020
      Percentage	N/A	N/A	N/A	N/A	N/A
      Number of Shares	N/A	N/A	N/A	N/A	N/A

      
      
      

   3. Average market price of the share of the Issuer during the last six months: N/A

      Average market price of the share of the Company during the last six months (from August 11, 2025 to February 9, 2026

      Rs. 56.81 to Rs. 43.58

   4. Share Capital and Related Matters

      1. Pattern of shareholding of the issuer in both relative and absolute terms.

         			Shareholdin.° %
         Aamir Naseem		2,835,209	17.08%
         Farrukh Naseem		1,057,000	6.37%
         Hamza Naseem		955,215	5.75%
         Saad Naseem		955,215	5.75%
         Yasir Naseem		500,000	3.01%
         Fahad Shafiq		2,766	0.02%
         Ghazanfer Feroz		5,533	0.03%
         Mrs. Fatima Aamir		614,545	3.70%
         Mrs. Hina Farrukh w/o Farrukh Naseem		477,608	2.88%
         Executives		0	0%
         Banks, Development Financial Institutions, Non- Banking Financial Institutions		53	0.00%
         NIT and ICP		521,878	3.14%
         General Public -Local		8,548,334	51.50%
         General Public -Foreign		0	0%
         Others		126,644	0.78%
         Total		16,600,000	100%

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

         S. No.	Directors/Sponsors/Substantial Shareholder	No. of Existing Shares	No. of Shares after Ri,eht Shares1
         1	Aamir Naseem		2,835,209	3,902,665
         2	Farrukh Naseem		1,057,000	1,454,961
         3	Hamza Naseem		955,215	1,314,853
         4	Saad Naseem		955,215	1,314,853
         5	Yasir Naseem		500,000	688,250
         6	Fahad Shafiq		2,766	3,807
         7	Ghazanfer Feroz		5,533	7,616
         8	Mrs. Fatima Aamir		614,545	845,921

      3. Details and shareholding of the holding companv. if any.

         Not Applicable

         
         
         

   5. Group structure along with respective shareholding in subsidiaries and associates

      Name of Concern	Name of Director	Shareholding (Shares)
      Sargodha Spinning Mills Limited	Farrukh Naseem	4,829,277
      	Aamir Naseem	4,333,652
      	Saad Naseem	122,500
      	Hamza Naseem	3,100
      Tariq Texfile Mills limited	Farrukh Naseem	73,929
      	Aamir Naseem	71,929
      	Saad Naseem	500
      	Yasir Naseem	500
      	Mrs. Fatima Aamir	2,500
      Blue Star Enterprises (Pvt.) Ltd.	Aamir Naseem	609,350
      	Saad Naseem	123,500
      Shadab Innovations (Pvt.) Ltd.	Aamir Naseem	1,440,000
      	Yasir Naseem	30,000
      	Hamza Naseem	30,000
      	Saad Naseem	30,000
      	Mrs. Fafima Aamir	30,000

      A company shall disclose the following, if applicable: Not Applicable

      1. details of any defaults/overdue amount of principal and interest at the date of submission of offer document along with defaults/overdue amounts in last three financial years;

      2. the carrying amount of the loan's payable in default;

      3. whether the default was remedied, or the terms of the loan's payable were renegofiated;

      4. details and status of any debt restructuring;

      5. whether any part of right issue proceeds would be utilized towards over dues;

      6. NOC issued by the financial insfitution(s) in respect of whom the over dues or defaults of the issuing Company, its sponsor(s), promoter(s), substanLal shareholder(s) or directors appear in the report obtained from the Credit Informafion Bureau, in relaGon to right issue; and

      7. details of recovery proceedings, if any:

         1. proceedings initiated by the lenders against company;

         2. the company's actions in response; and

         3. the current status of such proceedings.

            
            
            

4. RISK FACTORS

   1. Each risk factor shall appear in the following manner

      1. Risk as envisaged by the issue;

      2. Proposals, if any, to address the risk.

   2. Risk factors shall be classified as internal and external risk factors and the issuer shall ensure that coverage of each risk factor is in manner that is specific to the issue/issuer and clearly covers the impact of the risk factor on the operations/performance of the issuer."

   3. Risk factors shall be disclosed in the descending order of materiality.

   4. All possible risk factors relating to business of the company, the project, technology, competition, suppliers, consumers, industry, liquidity, regulatory, changes in Govt. policies, law and order situation, capital market, pending litigations, defaults etc. shall be disclosed.

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

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

      2. Seasonality of the business;

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

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

      5. If the issuer has incurred Iosse5 in the last three financial years;

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

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

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

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

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

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

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

             
             
             

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

             2. Negative cash flow from operating activities in the last three preceding financial years.

             (0) Any restrictive covenant that could hamper the interest of the equity

             shareholders

             
             
             

             Low credit rating of the Issuer.

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

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

             1. A statement that 'to the best of our knowledge and belief all risk factors have been disclosed' shall be given immediately after the risk factor by the authorized officer/Management

             Undersubscription Risk

             There is a risk that the Right Issue may get undersubscribed due to lack of interest from shareholders of the Company. The Right Issue is being carried out at a price which is less than the current share price in the market and hence there is no major investment risk associated with the Right Issue. The substantial shareholders and directors of the Company have confirmed that they shall subscribe to (or arrange the subscription of) their respective right entitlements, while the balance portion of the Right Issue will be underwritten in accordance with the applicable laws.

             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.
             
             

5. LEGAL PROCEEDINGS:

   1. Any outstanding legal proceeding other than the normal course of business involving the issuer, its sponsors, substantial shareholders, directors and associated companies, over which the Issuer has control, that could have material impact on the issuer

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

      (ii) Legal proceedings be summarized in the following format

      S. No.	Legal Order dated	Issuing Authority	Tax Period, if any	Order Amount/ Financial Impact (PKR Mn)	Current status	Management's Stance
      1	N/A	Sui Gas GIDC	Lahore 'Igh Court	4 .330 million	Pending	Provision made in the Financial Accounts and no further financial impact
      2	N/A	Sui Gas RLNG	Lahore Hig Court	15.160 million	Pending	Provision made in the Financial Accounts and no further financial impact

6. SIGNATORIES TO THE OFFER DOCUMENT

Saad Naseem

Director

Yasir Naseem Director

List of the signatories, including all the directors or an ojfi"cer of the company authorized by them in this behalf,

to the offer document and their signatures in original duly dated and witnessed.