Thal LimitedPSX: THALL

Notice of Extraordinary General Meeting

· Issued by Thal Limited

TL/2025/4784

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road, Karachi-74000

July 14, 2025

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Dear Sir,

Please find attached herewith a copy of the notice of the Extraordinary General Meeting of Thal Limited, to be held on August 06, 2025 at 11:30 A.M. at The Institute of Chartered Accountants of Pakistan Auditorium, Chartered Accountants Avenue, Clifton, Karachi prior to its publication in newspapers.

The appended notice will be published in newspapers on Tuesday, July 15, 2025. You may please inform the TRE Certificate Holders of the exchange accordingly. Yours faithfully,

For Thal Limited

Sameer Amlani Company Secretary

Cc: Executive Director / HOD Offsite-II Department, Supervision Division,

Securities and Exchange Commission of Pakistan 63, NIC Building, Jinnah Avenue

Blue Area, Islamabad Pakistan

Thal Limited 2025

NOTICE OF EXTRAORDINARY GENERAL MEETING

To be held on August 06, 2025

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that the Extraordinary General Meeting of the members of the Company will be held on August 06, 2025 at 11:30 a.m. at The Institute of Chartered Accountants of Pakistan (“ICAP”) Auditorium, Chartered Accountants Avenue, Clifton, Karachi as well as through electronic means/video-link facility to transact the following business:

SPECIAL BUSINESSInvestment In ThalNova Power Thar (Private) Limited (“TN”)
  1. To consider and, if deemed fit, to pass with or without modification(s), addition(s) or deletion(s), the following special resolutions in terms of Section 199 of the Companies Act, 2017:

RESOLVED THAT in supersession of the earlier resolution passed by the members in the Company's Extraordinary General Meeting (“EOGM”) on Thursday, March 22, 2018 relating to Cost Overrun Obligation (“SSC LC”), approval of the members of the Company be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 for the Company to continue to provide support to ThalNova Power Thar (Private) Limited (“TN”) to guarantee (in the form of a standby letter of credit or otherwise), as security to the financiers, an investment, in the form of subordinated loan or equity, of an amount not exceeding the PKR equivalent of US Dollar $23.3 million, in TN in respect of any funding shortfall or cost overrun that may arise before or after the Project Completion Date until the release date as may be agreed with the financiers pursuant to the Sponsor Support Agreement (“SSA”) (amended / restated and modified from time to time).FURTHER RESOLVED THAT the Company may either modify/extend the existing standby letter of credit on such terms as may be necessary or issue a fresh standby letter of credit to satisfy the requirements of the financiers as set out in the SSA. Such standby letter of credit shall remain valid for a period up of 10 years from the date of this resolution or till the Term Loan Discharge Date for TN as set out in the SSA, whichever is later.RESOLVED THAT Further to the special resolutions passed by members in the 2018 EOGM, relating to the approval granted for the provision of letters of credit (LCs) in favour of the lenders of TN in an amount not exceeding PKR equivalent of US Dollar $12.4 million for Debt Service Support (“DSRA LC”); and LCs in an amount not exceeding PKR equivalent of US Dollar $12.4 million in favour of the Commercial Risk Guarantee Issuing Banks to secure the Commercial Risk Guarantee Payment Obligations, such resolutions shall continue to remain in full force and effect and continue to be valid for a period up to the later of ten (10) years from the date hereof or until the Term Loan Discharge Date (as per the Financing Documents) for TN, unless released or extinguished earlier in accordance with the terms of the SSA for TN, as may be amended / restated from time to time or as may be otherwise agreed with the lenders of TN.FURTHER RESOLVED THAT the Chief Executive Officer and the Chief Financial Officer or the Company Secretary of the Company, acting jointly or severally be and are hereby authorized to negotiate and procure and / or re-issue, amend, restate, modify, renew, revise, replace

or extend (by whatsoever name called) the Standby Letter of Credit from banks / financial institution(s); provide security as required by lenders on such terms and conditions as may be deemed appropriate for the issuance or re-issuance, amendment, restatement, modification, renewal, revision, replacement or extension of Standby Letter of Credit and for the said purpose do or cause to do all acts, deeds and things that may be necessary or required in connection therewith and to negotiate and execute any agreements, security documents, guarantees, confirmations, notices, filings, disclosures, and certificates or any other document as may be agreed with the lenders, or any amendments, restatements, variations, supplementals, novations or modifications (by whatsoever name called).

By Order of the Board

Karachi Sameer Amlani

Dated: July 15, 2025 Company Secretary

A Statement under Section 134(3) of the Companies Act 2017 is being sent to the shareholders with the notice of meeting.NOTES:
  1. Participation in the Extraordinary General Meeting proceeding via the video conference facility & Book Closure

    The Share Transfer Books of the Company will be closed from July 31, 2025 to August 06, 2025 (both days inclusive). Transfers received by over Share Registrar, M/S. FAMCO Share Registration Services (Private) Ltd. at the close of business on July 30, 2025 will be treated in time for the entitlement to attend the and participate at the Extraordinary General Meeting.

    The members interested in attending the Extraordinary General Meeting virtually are requested to get themselves registered by sending their particulars at the designated email address tl@hoh.net for their appointment and proxy verification. Video link and login credentials will be shared with ONLY those members, whose emails, containing all the below mentioned particulars, is received at least 48 hours before the EOGM.

    Member Name

    Folio / CDC No.

    CNIC

    Number

    Cell Number

    Registered Email Address

    Members may also provide their comments and questions for the agenda items of the EOGM in their email for registration.

  2. For Attending the Meeting:

    In case of individuals, the account holders or sub-account holders and/or the persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate their identity by showing original CNIC or original passport at the time of attending the meeting.

    In the case of a corporate entity, the Board of Directors' Resolution/Power of Attorney with the specimen signature of the nominee shall be produced (if it has not been provided earlier) at the time of attending the meeting.

  3. Proxy

    A member entitled to attend and vote at this Extraordinary General Meeting is entitled to appoint a proxy to attend, speak and vote in his/her place at the Meeting. A 'Proxy Form' appointing a proxy must be deposited at the Registered Office of the Company or at the abovementioned address of Company's Share Registrar at least 48 hours before the time of the meeting along with the copy of CNIC of proxy. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee along with his/ her copy of CNIC shall be provided at least 48 hours before the time of meeting. The Proxy Form in English and Urdu is attached in with this notice and should be witnessed by two persons whose name, addresses and CNIC numbers should be mentioned on the form. The Proxy Form is also available on the Company's website (https://www.thallimited.com).

  4. Updating of particulars

    The members are requested to promptly notify change in their address, if any, to the Company's Share Registrar. In case of corporate entity, the members are requested to promptly notify change in their particulars of their authorized representative, if applicable.

  5. Submission of copies of CNIC not provided earlier

    Individual members are once again reminded to submit a copy of their valid CNIC, if not provided earlier to the Company's Share Registrar, M/S. FAMCO Share Registration Services (Private) Ltd.

  6. Distribution of Notice of Extraordinary General Meeting through Email (Optional)

    Pursuant to the notification vide S.R.O.452(l)/2025 the notice of this meeting shall be circulated to all those members through email whose email address has been provided by the members are requested to provide / update their email addresses and mobile phone number.

  7. Conversion of Physical Shares into Book-Entry Form

    Section 72 of the Companies Act, 2017, requires all listed companies to replace the shares held in physical form with the shares to be issued in Book-Entry Form within 4 years from the date of the promulgation of the Companies Act 2017. Pursuant to the SECP letter no. CSD/ED/Misc./2016-639-640 dated March 26, 2021, the Company is following up with all shareholders holding shares in physical form with the request to convert their shares in Book-Entry Form in order to comply with the provisions of the Companies Act, 2017. Shareholders may contact the Company's Share Registrar to understand the process and benefits of conversion of shares held in physical form into Book-Entry Form.

  8. Procedure for E-Voting and Postal Ballot

    Pursuant to the Companies (Postal Ballot) Regulations, 2018 and its amendments notified vide S.R.O. 2192(I)/2022 dated December 05, 2022, members will be allowed to exercise their right to vote for the special business in the Extraordinary General Meeting, in accordance with the conditions mentioned in the aforesaid regulations. The Company shall provide its members with the following options for voting.

  9. E-voting Procedure
    1. Members who intend to exercise their right of vote through e-voting shall send email with subject “E-voting Request” at tl@hoh.net and provide their valid Computerized National Identity Card (CNIC) numbers, cell numbers and email address on or before July 30, 2025, Details of the e-voting facility will be shared through an email with the members.

    2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of M/S. FAMCO Share Registration Services (Private) Ltd.

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

    4. E-voting lines will start from July 31, 2025, 09:00 a.m. and shall close on August 05, 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.

  10. Postal Ballot

    Members may alternatively opt 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 through post on the Company's registered address, Thal Limited, 4th Floor, House of Habib, 3 Jinnah Cooperative Housing Society, Block 7/8, Sharah-e-Faisal, Karachi or email with subject “Voting through Postal Ballot” at tl@hoh.net no later than August 05, 2025, during working hours. The signature on the ballot paper, shall match with the signature on CNIC. The postal ballot paper will be placed on the Company's website https://www.thallimited.com at least seven

    (7) days before the meeting and is also attached with this notice.

  11. No gifts at the meeting

    Pursuant to the notification received vide S.R.O.452(l)/2025 a notice to all the members is hereby given that no gifts will be distributed at the meeting.

  12. Appointment of Scrutinizer

A.F. Ferguson & Co. (“Firm”) is appointed as Scrutinizer under Regulation 11(1)(b) of Companies Regulation, 2018. The Firm, a member firm of the PwC network, has been assigned satisfactory rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SPECIAL BUSINESS

Pursuant to Section 134 of the Companies Act, 2017 (the “Act”), this Statement sets forth the material facts concerning the special business listed hereinabove, to be transacted at the Extraordinary General Meeting of Thal Limited to be held

on August 06, 2025 at the Institute of Chartered Accountants of Pakistan Auditorium, Clifton, Karachi.

Background

Thal Limited through its wholly owned subsidiary Thal Power (Private) Limited, has invested in setting up Thal Nova Thar (Private) Limited (“TN”), a 330MW power plant in Thar. Thal Power (Private) Limited, holds 26.0% of the total shareholding of TN, the remaining shareholding is held by Hub Power Holdings Limited 38.3%, Nova Powergen Limited 24.70%, Descon 1%, and CMEC 10%. TN was incorporated on April 18, 2016 as a private limited company, and it successfully achieved Commercial Operations Date (COD) on February 17, 2023, and has been providing power to the national grid.

The Sponsor Support Agreement (“SSA”) was entered into between Thal Limited, Novatex Limited, Hub Power Company Limited, and China Everbest Development International Limited as “Sponsors”, and Thal Power (Pvt) Limited, Nova Powergen Limited, Hub Power Holdings Limited, Descon Engineering Limited and CMEC ThalNova Power Investments Limited as “Shareholders”, and Habib Bank Limited as Intercreditor Agent on July 22, 2019, as amended by an amendment agreement dated September 8, 2020. Further amendment to the SSA to include the below mentioned matters will be executed subject to Board approval.

As part of the SSA, several guarantees, undertakings and commitments were required from the Sponsors, including provision of a Sponsor Support Contribution LC for an aggregate amount of up to US Dollar $23.2 million (or PKR equivalent) to guarantee investment in the form of equity or subordinated debt to cover funding shortfall/cost overrun that may arise in TN (“SSC LC”). The shareholders of the Company in the Extraordinary General Meeting held on March 22, 2018, had granted their approval by way of special resolutions authorizing investment and sponsor support for TN, including in the SSC LC.

TN is now likely to achieve accelerated Project Completion Date (“PCD”), which would be a significant milestone for TN. Certain conditions which are required for declaration of PCD are being waived by the lenders / financing institutions, provided that the tenor of the SSC LC given by each Sponsor is extended for a period upto the latter of (10) years from the date hereof or until the Term Loan Discharge Date for TN and subject to incorporation of certain additional conditions therein. Upon a demand being made for payment under the SSC LC and receiving such payment, the said amount may be treated as equity, or at the option of the Sponsors, subordinated debt advanced in favor of TN in an amount equal to such portion of the SSC LC that is called upon. It is noted that under the terms of the SSA, certain LCs provided by the sponsors are to be released at PCD, whereas remaining LCs are to continue to remain in full force and effect. Such LCs shall continue to be valid for a period up to the later of ten (10) years from the date hereof or until the Term Loan Discharge Date for TN, unless released or extinguished earlier in accordance with the terms of the SSA for TN.

Information required to be disclosed pursuant to the Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017 (the “Regulations”)

(i) Investment in TN - Extension of Cost Overrun (“SSC LC”) the form of equity or subordinated debt

DISCLOSURES REQUIRED UNDER REGULATIONS 3(A)

Information Required

Information Provided

Name of associated company or associated undertaking

ThalNova Power Thar (Private) Limited (“TN”)

Basis of relationship with associated undertaking

TN is an associated company of the Company. The Company, through its wholly owned subsidiary, Thal Power (Private) Limited, presently holds 26.0% shares in TN.

Mr. Muhammad Tayyab Ahmed Tareen is the CEO of the Company and holds directorship in TN.

Mr. Muhammad Salman Burney is the common director in both the Company's and TN's Board.

Earnings per share for the last three years of the associated undertaking

Years

EPS

2024

Rs. 4.11

2023

Rs. 2.71

2022

Rs. (0.013)

Break-up value per share, based on latest audited financial statements of the associated undertaking

Rs. 16.09 per share as of June 30, 2024

Financial position, including main items of statement of financial position and profit and loss account on the basis of its latest financial statements

As at June 30, 2024 PKR in '000

Total Assets 152,667,139

Equity 37,707,262

Long term loan 81,769,812

Current Liabilities 33,190,085

Turnover 62,870,893

Profit for the year 9,636,635

In the case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information namely:

  1. Description of the project and its history since conceptualization;

  2. Starting date and expected date of completion of work;

  3. Time by which such project shall become commercially operational;

  4. Expected time by which the project shall start paying return on investment; and

  5. Funds invested or to be invested by the promoters, sponsors, associated company or associated undertaking distinguishing between cash and non-cash amounts.

Not applicable.

Maximum amount of investment to be made

PKR equivalent of US Dollar

$23.2 million.

Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment

TN has been incorporated to construct, own, and operate 330 MW coal based facility ('Project'). As detailed above,

Information Required

Information Provided

as part of its continuing obligations under the financing arrangements for the Project, and as per the SSA, the Company was required to provide certain support and security to the lenders of TN, including through the issuance of standby letters of credit (SBLCs), as discussed in the introduction.

Presently, an extension in the tenor of the SSC LC is sought till the later of, ten (10) years or the Term Loan Discharge Date for TN as set out in the Sponsor Support Agreement (SSA) for TN, as may be amended/ restated from time to time, unless earlier released in accordance with the terms of the SSA.

The purpose of the extended tenor of the SSC LC would be to cover: (i) any Liquidated Damages (LDs) determined to be payable by TN in excess of the budgeted PPA LDs Amount under its amended PPA on account of payment of High Voltage Direct Current (HVDC) charges under certain conditions. Such charges levied by CPPA-G have been disputed by TN, however, following conclusion or resolution of this dispute, any payable amount, in excess of the budgeted PPA LD Amount, would remain a sponsor liability (in proportion to its share under the SSA); and (ii) shortfall in debt servicing up to one installment thereof, pursuant to the conditions stipulated in the SSA (in proportion to its share under the SSA). In such case, the Sponsors would be required to inject such funds, either in the form of equity and / or subordinated debt.

With the extension of the LC the company is likely to achieve Project Completion Date (PCD), which would constitute a major milestone for TN and which will allow the Company to declare dividends as and when it has sufficient excess cash flow (as per the Financing Documents of TN) to its shareholders.

Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds:

  1. Justification for investment through borrowings;

  2. Detail of collateral, guarantees provided and assets pledged for obtaining such funds; and

  3. Cost benefit analysis.

(I) The cost of funds if made available through borrowings would be much less than 20% IRR in USD. Further where the Company takes long term debt to fund such investments, the Company is able to share the risk of loss with the lenders.

(II) Pari passu charge on the present and future fixed assets/current assets of the Company, or such other

Information Required

Information Provided

securities and collateral of the Company (or its subsidiaries/associated companies) as may be required by the lenders from time to time.

(III) Project is anticipated to offer an IRR of up to 20% in US Dollar.

Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment.

The investment has been proposed to be made pursuant to a sponsor support agreement SSA, executed between inter alia the Company, other Sponsors, Shareholders and the Lenders of TN.

The SSA details the sponsor support which is required to be provided by the Sponsors of TN at various times throughout the Project, such as inter alia SSC LC, the equity contributions of the Sponsors, the Initial Debt Service Reserve Account (DSRA) Support, and subsequent DSRA LC, along with the obligations of TN towards the Sponsors. The SSA is intended to be amended to include the extension and change in purpose of the SSC LC as detailed herein and will be signed subject to Board approval.

Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration

The Company through Thal Power (Private) Limited currently owns 26.0% shares in TN.

Mr. Muhammad Tayyab Ahmed Tareen is the CEO of the Company and holds directorship in TN.

Mr. Muhammad Salman Burney is the common director in both the Company's and TN's Board.

In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs.

This additional support intended to be provided is part of the investment made by the Company in TN, as a sponsor of TN.

With respect to the investment made to date in the TN, it may be noted that the Company has, through TPPL, invested approximately US Dollar $34 million or PKR equivalent to date. TN achieved financial close on September 30, 2020 and Commercial Operations Date on February 17, 2023.

In terms of the benefits to the Company, the Company has been set up under the 2015 Power Policy. TN is expected to offer an IRR of up to 20% in US Dollar to the Company.

No impairment conditions exist on the investment; accordingly, no charge/write offs have been made till date.

Any other important details necessary for members to understand the transaction

Not applicable

DISCLOSURES REQUIRED UNDER REGULATIONS 3(B)

Information Required

Information Provided

Maximum price at which securities will be acquired

PKR 10/- per share or such other rate as may be decided by the board of directors of TN.

In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof

Not applicable

Maximum number of securities to be acquired

Number of securities would be determined by converting the US Dollar investment amount into PKR on the date of subscription and dividing the same by the rate of the shares as decided by the board of directors of TN.

Number of securities and percentage thereof held before and after the proposed investment

Present holding through TPPL: 26.0%. The number of securities would be determined by the Board of TN by converting the US Dollar investment amount into PKR.

Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; and

Not applicable

Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities;

As stated above the number of securities would be determined on the date of subscription and the fair value of shares will also be determined at the time.

PKR 10/- per share is the par value of the share and the latest offer price of TN's shares. The Company and other remaining shareholders shall subscribe to shares of TN at PKR 10/-per share.

DISCLOSURE REQUIRED UNDER REGULATIONS 3(C)

Information Required

Information Provided

formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable

Repayment schedule and terms conditions of loans or advances to be given to the associated company or associated undertaking.

Since it is a non-funded obligation, there is no repayment schedule

Investment in TN - Debt Service Support LC (“DSRA LC”) - in the form of equity or subordinated debt

Information Required

Information Provided

Name of associated company or associated undertaking

ThalNova Power Thar (Private) Limited (“TN”)

Basis of relationship with associated undertaking

TN is an associated company of the Company. The Company, through its wholly owned subsidiary, Thal Power (Private) Limited, presently holds 26.0% shares in TN.

Mr. Muhammad Tayyab Ahmed Tareen is the CEO of the Company and holds directorship in TN.

Mr. Muhammad Salman Burney is the common director in both the Company's and TN's Board.

Earnings per share for the last three years of the associated undertaking

Years

EPS

2024

Rs. 4.11

2023

Rs. 2.71

2022

Rs. (0.013)

Break-up value per share, based on latest audited financial statements of the associated undertaking

Rs. 16.09 per share as of June 30, 2024

Financial position, including main items of statement of financial position and profit and loss account on the basis of its latest financial statements

As at June 30, 2024 PKR in '000

Total Assets 152,667,139

Equity 37,707,262

Long term loan 81,769,812

Current Liabilities 33,190,085

Turnover 62,870,893

Profit for the year 9,636,635

In the case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information namely:

  1. Description of the project and its history since conceptualization;

  2. Starting date and expected date of completion of work;

  3. Time by which such project shall become commercially operational;

  4. Expected time by which the project shall start paying return on investment; and

  5. Funds invested or to be invested by the promoters, sponsors, associated

Not applicable

DISCLOSURE UNDER S.3(A) REGULATIONS

Information Required

Information Provided

Category-wise amount of investment

As mentioned above in preamble

Average borrowing cost of the investing company, the Karachi Inter Bank Offered Rate (KIBOR) for the relevant period, rate of return for Shariah compliant products and rate of return for unfunded facilities, as the case maybe, for the relevant period.

3-month KIBOR plus 0.50% Unfunded: 0.25% per annum

Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company

In the event any amount is invested as a loan the Company shall require TN to pay interest at the standard bank rates, to be mutually agreed between the parties.

Particulars of collateral or security to be obtained in relation to the proposed investment

None

If the investment carried conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion

Not applicable

Information Required

Information Provided

investment including complete information/justification for any impairment or write offs.

million or PKR equivalent to date. TN achieved financial close on September 30, 2020 and Commercial Operations Date on February 17, 2023.

In terms of the benefits to the Company, the Company has been set up under the 2015 Power Policy. TN is expected to offer an IRR of up to 20% in US Dollar to the Company.

No impairment conditions exist on the investment; accordingly, no charge/write offs have been made till date.

Any other important details necessary for members to understand the transaction

Not applicable

DISCLOSURES REQUIRED UNDER REGULATIONS 3(B)

Information Required

Information Provided

Maximum price at which securities will be acquired

PKR 10/- per share or such other rate as may be decided by the board of directors of TN.

In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof

Not applicable

Maximum number of securities to be acquired

Number of securities would be determined by converting the US Dollar investment amount into PKR on the date of subscription and dividing the same by the rate of the shares as decided by the board of directors of TN.

Number of securities and percentage thereof held before and after the proposed investment

Present holding through TPPL -26.0%. The number of securities would be determined by the Board of TN by converting the US Dollar investment amount into PKR.

Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; and

Not applicable

Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities;

As stated above the number of securities would be determined on the date of subscription and the fair value of shares will also be determined at the time.

PKR 10/- per share is the par value of the share and the latest offer price of TN's shares. The Company and other remaining shareholders shall subscribe to shares of TN at PKR 10/- per share.

DISCLOSURE REQUIRED UNDER REGULATIONS 3(C)

Information Required

Information Provided

Category-wise amount of investment

As mentioned above in preamble

Average borrowing cost of the investing company, the Karachi Inter Bank Offered Rate (KIBOR) for the relevant period, rate of

3-month KIBOR plus 0.50% Unfunded: 0.25% per annum

Information Required

Information Provided

company or associated undertaking distinguishing between cash and non-cash amounts.

Maximum amount of investment to be made

PKR equivalent of US Dollar

$12.4 million

Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment

TN has been incorporated to construct, own, and operate 330 MW coal based facility ('Project'). As detailed above, as part of its continuing obligations under the financing arrangements for the Project, and as per the SSA, the Company was required to provide certain support and security to the lenders of TN, including debt service reserve support , through the issuance of standby letters of credit (SBLCs), as discussed in the background.

The LC shall continue to be valid for a period up to the later of ten (10) years from the date hereof or until the Term Loan Discharge Date

Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds:

  1. Justification for investment through borrowings;

  2. Detail of collateral, guarantees provided and assets pledged for obtaining such funds; and

  3. Cost benefit analysis.

  1. The cost of funds if made available through borrowings would be much less than 20% IRR in US Dollar. Further where the Company takes long term debt to fund such investments, the Company is able to share the risk of loss with the lenders.

  2. Pari passu charge on the present and future fixed assets/current assets of the Company, or such other securities and collateral of the Company (or its subsidiaries / associated companies) as may be required by the lenders from time to time.

  3. Project is anticipated to offer an IRR of up to 20% in US Dollar.

Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment.

The investment has been made pursuant to a sponsor support agreement SSA, executed between inter alia the Company, other sponsors, shareholders and the lenders of TN.

Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration

The Company through Thal Power (Private) Limited currently owns 26.0% shares in TN.

Mr. Muhammad Tayyab Ahmed Tareen is the CEO of the Company and holds directorship in TN.

Mr. Muhammad Salman Burney is the common director in both the Company's and TN's Board.

In case any investment in associated company or associated undertaking has already been made, the performance review of such

With respect to the investment made to date in the TN, it may be noted that the Company has, through TPPL, invested approximately US Dollar $34

Information Required

Information Provided

return for Shariah compliant products and rate of return for unfunded facilities, as the case maybe, for the relevant period.

Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company

In the event any amount is invested as a loan the Company shall require TN to pay interest at the standard bank rates, to be mutually agreed between the parties.

Particulars of collateral or security to be obtained in relation to the proposed investment

None

If the investment carried conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable

Not applicable

Repayment schedule and terms conditions of loans or advances to be given to the associated company or associated undertaking.

Since it is a non-funded obligation, there is no repayment schedule

Investment in TN - Commercial Risk Guarantee LC - in the form of equity or subordinated debt

DISCLOSURE REQUIRED UNDER REGULATIONS 3(A)

Information Required

Information Provided

Name of associated company or associated undertaking

ThalNova Power Thar (Private) Limited (“TN”)

Basis of relationship with associated undertaking

TN is an associated company of the Company. The Company, through its wholly owned subsidiary, Thal Power (Private) Limited, presently holds 26.0% shares in TN.

Mr. Muhammad Tayyab Ahmed Tareen is the CEO of the Company and holds directorship in TN.

Mr. Muhammad Salman Burney is the common director in both the Company's and TN's Board.

Earnings per share for the last three years of the associated undertaking

Years

EPS

2024

Rs. 4.11

2023

Rs. 2.71

2022

Rs. (0.013)

Break-up value per share, based on latest audited financial statements of the associated undertaking

Rs. 16.09 per share as of June 30, 2024

Financial position, including main items of statement of financial position and profit and loss account on the basis of its latest financial statements

As at June 30, 2024 PKR in '000

Total Assets 152,667,139

Equity 37,707,262

Long term loan 81,769,812

Current Liabilities 33,190,085

Turnover 62,870,893

Profit for the year 9,636,635

Information Required

Information Provided

In the case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information namely:

  1. Description of the project and its history since conceptualization;

  2. Starting date and expected date of completion of work;

  3. Time by which such project shall become commercially operational;

  4. Expected time by which the project shall start paying return on investment; and

  5. Funds invested or to be invested by the promoters, sponsors, associated company or associated undertaking distinguishing between cash and non-cash amounts.

Not applicable

Maximum amount of investment to be made

PKR equivalent of US Dollar

$12.4 million

Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment

TN has been incorporated to construct, own, and operate 330 MW coal based facility ('Project'). As detailed above, as part of its continuing obligations under the financing arrangements for the Project, and as per the SSA, the Company was required to provide certain support and security to the lenders of TN, including commercial risk guarantee support, through the issuance of standby letters of credit (SBLCs), as discussed in the background.

The LC shall continue to be valid for a period up to the later of ten (10) years from the date hereof or until the Term Loan Discharge Date

Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds:

  1. Justification for investment through borrowings;

  2. Detail of collateral, guarantees provided and assets pledged for obtaining such funds; and

  3. Cost benefit analysis.

  1. The cost of funds if made available through borrowings would be much less than 20% IRR in US Dollar. Further where the Company takes long term debt to fund such investments, the Company is able to share the risk of loss with the lenders.

  2. Pari passu charge on the present and future fixed assets/current assets of the Company, or such other securities and collateral of the Company (or its subsidiaries / associated companies) as may be required by the lenders from time to time.

  3. Project is anticipated to offer an IRR of up to 20% in US Dollar.

Information Required

Information Provided

Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities;

As stated above the number of securities would be determined on the date of subscription and the fair value of shares will also be determined at the time.

PKR 10/- per share is the par value of the share and the latest offer price of TN's shares. The Company and other remaining shareholders shall subscribe to shares of TN at PKR 10/- per share.

Information Required

Information Provided

Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment.

The investment has been made pursuant to a sponsor support agreement SSA, executed between inter alia the Company, other sponsors, shareholders and the lenders of TN.

Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration

The Company through Thal Power (Private) Limited currently owns 26.0% shares in TN.

Mr. Muhammad Tayyab Ahmed Tareen is the CEO of the Company and holds directorship in TN.

Mr. Muhammad Salman Burney is the common director in both the Company's and TN's Board.

In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs.

With respect to the investment made to date in the TN, it may be noted that the Company has, through TPPL, invested approximately US Dollar $34 million or PKR equivalent to date. TN achieved financial close on September 30, 2020 and Commercial Operations Date on February 17, 2023.

To date US Dollar $6.1 million has been put up as a charge .

In terms of the benefits to the Company, the Company has been set up under the 2015 Power Policy. TN is expected to offer an IRR of up to 20% in US Dollar to the Company.

No impairment conditions exist on the investment; accordingly, no charge/write offs have been made till date.

Any other important details necessary for members to understand the transaction

None

Information Required

Information Provided

Maximum price at which securities will be acquired

PKR 10/- per share or such other rate as may be decided by the board of directors of TN.

In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof

Not applicable

Maximum number of securities to be acquired

Number of securities would be determined by converting the US Dollar investment amount into PKR on the date of subscription and dividing the same by the rate of the shares as decided by the board of directors of TN.

Number of securities and percentage thereof held before and after the proposed investment

Present holding through TPPL: 26.0%. The number of securities would be determined by the Board of TN by converting the US Dollar investment amount into PKR.

Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; and

Not applicable

DISCLOSURE REQUIRED UNDER REGULATIONS 3(B)

DISCLOSURE REQUIRED UNDER REGULATIONS 3(C)

Information Required

Information Provided

Category-wise amount of investment

As mentioned above in preamble

Average borrowing cost of the investing company, the Karachi Inter Bank Offered Rate (KIBOR) for the relevant period, rate of return for Shariah compliant products and rate of return for unfunded facilities, as the case maybe, for the relevant period.

3-month KIBOR plus 0.50% Unfunded: 0.25% per annum

Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company

In the event any amount is invested as a loan the Company shall require TN to pay interest at the standard bank rates, to be mutually agreed between the parties.

Particulars of collateral or security to be obtained in relation to the proposed investment

None

If the investment carried conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable

Not applicable

Repayment schedule and terms conditions of loans or advances to be given to the associated company or associated undertaking.

Since it is a non-funded obligation, there is no repayment schedule

Directors Interest

None of the Directors of the Company have any direct or indirect interest in the special business except in their capacity as members and directors of the Company.

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