Final Right Shares offer Document of TSBL

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

The Securities 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 information in this Offer document should not be construed as advice on any particular matter by the SECP and the Securities Exchange and must not be treated as a substitute for specific advice.

1. SALIENT FEATURES OF THE RIGHT ISSUE 10

   1. Brief Terms of the Rights Issue: 10

   2. Principal Purpose of the Issue and funding arrangements: 11

   3. Financial Effects Arising from Right Issue: 13

   4. Total expenses to the issue 13

   5. Details of Underwriters 13

   6. Commitments from substantial shareholders/directors: 14

   7. Fractional Rights Shares 14

   8. Important Dates 14

2. SUBSCRIPTION AMOUNT PAYMENT PROCEDURE 15

3. PROFILE OF BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS 15

   1. Profile of the Board of Directors of the company 16

4. FINANCIAL DETAILS OF THE ISSUER: 20

   1. Financial highlights of Issuer for last three years 20

   2. Financial highlights for the preceding year of consolidated financial 20

      1. Detail of issue of capital in previous five years 20

   3. Average market price of the share of the Issuer during the last six months 20

   4. Share Capital and Related Matters 20

5. RISK FACTORS 22

   1. Risk Associated with the rights issue 22

   2. Risk Associated with the issuer 22

6. LEGAL PROCEEDINGS 25

   1. Outstanding Legal Proceedings of the Company 25

   2. Action taken by the Securities Exchange against the issuer or associated listed companies of the Issuer during the last three years due to non-compliance of its Regulations 25

   3. 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 issue 25

7. SIGNATORIES TO THE OFFER DOCUMENT 26

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 1.00/-(Pak Rupees One only) per share, as per their proportional entitlement.
      b)	Size of the proposed issue	The Company shall issue 450,000,000 (Four Hundred and Fifty Million) ordinary shares, at a price of PKR 1.00/- (Pak Rupees One only) per share, aggregating to PKR 450,000,000/- (Pak Rupees Four Hundred and Fifty Million).
      c)	Face value of the share	PKR 1.00/- each
      d)	Basis of determination of price of the Right Issue	The Right Issue is being carried out at Face Value (PKR 1.00/- per share). The Board of Directors has set the Issue Price at PKR 1.00 per share, representing a discount of approximately 74.36% to the prevailing market price of PKR 3.90 (as of January 19, 2026), to ensure full subscription and efficient capital raising. The funds will be used to strengthen the Company's capital base, expand brokerage operations, and enhance trading infrastructure, creating long-term value for all shareholders. The discount is structured to encourage proportional participation by existing shareholders, thereby minimizing dilution of minority interests. The Board considers this Issue Price commercially justified, fair, and in line with market practice.
      e)	Proportion of new issue to existing issued shares with condition, if any	1.5 right shares for every 1.00 ordinary share held i.e. 150% of the existing paid-up capital of the Company
      f)	Date of meeting of the BoD wherein the Right Issue was approved	January 19, 2026
      g)	Names of directors attended the BoD meeting
      h)	Brief purpose of utilization of Right Issue proceeds	The proceeds from the further issue of capital will be used to support the Company's expansion strategy amid record height in the Pakistan Stock Market and rising UIN registrations. It would also help meet increasing demand from institutional clients. Additional liquidity will enable smoother operations, growth, improved financial strength, profitability, and increased shareholder value.

      1. Ms. Zenobia Wasif

      2. Mr. Abdul Basit

      3. Mr. Muhammad Shayan Ghayas

      4. WG CDR. Talat Mahmood (Retd.)

      5. Mr. Khizer Hayat Farooq

      6. Mr. Muhammad Talha Razi

      7. Mr. Junaid Shehzad Ahmad

      i)	Purpose of the Right Issue - Details of the main objects for raising funds through present Right Issue	To raise funds for working capital to support the Company's brokerage operations and its transition from a Trading and Self-Clearing Broker to a Trading and Clearing Broker, in compliance with the minimum equity requirement. Total funds required: PKR 450,000,000 Percentage financed through the Right Issue: 100% Percentage financed from other sources: Nil Utilization of working capital: Time of utilization of working capital: On an ongoing basis in the normal course of business. Impact on production capacity: Not applicable, as the Company is a securities brokerage house and does not have production capacity, however, improved working capital is expected to enhance operational efficiency.
      j)	Minimum level of subscription (MLS)	None
      k)	"Application Supported by Blocked amount" (ASBA) facility, if any, will be provided for subscription of right shares.	Not Applicable
      l)	clear justification for issuance of shares of different kind or class, if applicable	Not Applicable

      1. PKR 250,000,000 (55.55%) for margin financing;

      2. PKR 150,000,000 (33.33%) for settlement obligations under the T+1 DVP mechanism; and

      3. PKR 50,000,000 (11.12%) for technology upgrades, operational expenses, and advisory services.

   2. ‌Principal Purpose of the Issue and funding arrangements:

      1. Principal Purpose of the Issue:

         The principal purpose of the Issue is to raise funds for the working capital requirements of the Company to support its day-to-day brokerage operations and regulatory obligations. The additional working capital is required to meet increased trading activity, enhanced settlement obligations under the T+1 settlement regime, higher margin and liquidity requirements, expansion in client base, and near-term operational needs.

      2. Activities Classified as Working Capital

         The working capital of the Company primarily comprises the following activities and components:

         1. Margin money and deposits required to be maintained with stock exchanges, clearing houses, and depositories;

         2. Funding of client receivables, including settlement pay-ins pending receipt from clients;

         3. Proprietary trading activities undertaken in the normal course of business;

         4. Operational expenses directly related to near-term brokerage operations, including employee costs and incentives, exchange transaction charges, statutory levies, technology and software licensing costs, connectivity, data feeds, and infrastructure expenses, all of which are incurred within the working capital cycle;

         5. Short-term advances, prepaid expenses, and cash and bank balances maintained for liquidity management and regulatory compliance.

      3. Basis of Estimation of Working Capital Requirement

         The working capital requirement has been estimated based on the following factors and assumptions:

         • Historical operating performance and working capital trends over the last three financial years;

         • Expected increase in trading volumes and active client base;

         • Settlement cycle norms prescribed by stock exchanges, including T+1 settlement;

         • Average credit period allowed to clients and counterparties;

         • Regulatory margin requirements and risk management norms; and

         • Projected near-term operational expenses considering inflationary trends.

      4. Reasons for Raising Additional Working Capital

         The Company proposes to raise additional working capital through the Rights Issue in order to:

         • Support business expansion amid increased market activity and rising investor participation;

         • Meet enhanced margin, liquidity, and settlement requirements under applicable regulatory frameworks;

         • Reduce reliance on short-term borrowings;

         • Fund technology and operational upgrades necessary for efficient brokerage operations; and

         • Strengthen liquidity position and balance sheet to support sustainable growth.

      5. Total Envisaged Working Capital Requirement and Funding Arrangement

         The total envisaged additional working capital requirement of the Company is PKR 450,000,000, which is proposed to be financed as follows:

         Particulars	Amount (PKR)	% of total funds
         Margin financing	250,000,000	55.55
         Settlement obligations (T+1 DVP)	150,000,000	33.33
         Technology upgrades, operational expenses & advisory services	50,000,000	11.12
         Total Working Capital Requirement	450,000,000	100.00

      6. Margin money / Bank financing

      The entire working capital requirement is proposed to be financed through the Rights Issue, and no portion is proposed to be financed through bank borrowings.

      Proceeds from the Right Issue will be maintained in a separate designated bank account opened at JS Bank Limited under the monitoring of the Audit Committee and subject to biannual auditor's verification.

   3. ‌Financial Effects Arising from Right Issue:

      As at September 30, 2025	Unit	Pre-Issue	Post-Issue	Increase / Decrease in %
      Authorized Share Capital	PKR	750,000,000	750,000,000	Nil
      Paid-up Capital	PKR	300,000,000	750,000,000	150%
      Number of Shares1	Unit	300,000,000	750,000,000	150%
      Total Equity	PKR	402,166,223	852,166,223	112%
      Net Asset Breakup value per share*	PKR	1.34	1.14	(15%)
      Gearing Ratio**	%	24.54%	11.58%	(53%)
      Market Share	%	N/A	N/A	N/A

      1Number of Shares as per Company Announcement dated December 29, 2025 267885.pdf

      * The break-up value is calculated as follows: Total Equity (as at September 30, 2025) ÷ No. of Shares outstanding (as per updated notice December 29, 2025)

      ** Gearing Ratio is calculated as follows: Net Debt (Total Borrowings *98,684,220+) ÷ Total Equity *402,166,223+. Total Borrowings include lease liabilities *9,341,084+, Short Term Borrowing *78,315,448+, Current Portion of Lease Liabilities *9,356,180+, and Accrued Markup

      *1671508+. For Post issue, equity has been increased by the amount of right issue where total borrowings remained the same.

   4. ‌Total expenses to the issue^:

      Underwriting Commission (1% of the amount underwritten)	PKR 2,903,071
      Underwriter Take up Commission (PKR 0.5 per share to be taken up)	Up to PKR 145,153,560
      Bankers Commission* (0.15% of amount collected)	Up to PKR 675,000
      PSX Fee (0.2% of increase in paid-up capital)	Up to PKR 900,000
      SECP Supervisory Fee (10% of fees paid to PSX)	Up to PKR 90,000
      CDC Fee - Fresh Issue Fee	Up to PKR 648,000
      Stamp Duty for Additional Shares 0.15% of face value in book entry form 0.50% on physical shares**	Up to PKR 675,000
      Auditor Fee for Auditor Certificates	Up to PKR 250,000
      Other Expenses (including Financial Advisory Fee, Lawyer Fee, Printing cost etc.)	Up to PKR 4,500,000

      ^ None of these parties are associated persons/companies of the Issuer

      *Assuming complete Issue Size is collected through bank account

      **Assuming shares are in electronic form

   5. ‌Details of Underwriters:

      Name of the Underwriter	Amount Underwritten (PKR)	Associated Company/ Associated undertaking of the Issuer (YES /NO)
      Topline Securities Limited	145,153,560	No
      Growth Securities Private Limited	145,153,560	No

      ‌1 267885.pdf

   6. Commitments from substantial shareholders/directors:

      Name of the Person	Status (Substantial Shareholder /Director)	Number of Shares Committed to be Subscribed*	Amount Committed to be Subscribed (PKR)*	Shareholding %-pre-issuance	Shareholding %-post issuance
      Mr. Abdul Basit	CEO / Director	7,500	7,500	0.002%	0.002%
      Ms. Zenobia Wasif	Chair person	7,500	7,500	0.002%	0.002%
      Mr. Khizer Hayat Farooq	Director	1,515,000	1,515,000	0.337%	0.337%
      Mr. Muhammad Shayan Ghayas	Director	409,905	409,905	0.091%	0.091%
      Mr. Muhammad Talha Razi	Director	13,029,225	13,029,225	2.895%	2.895%
      WG CDR. Talat Mahmood (Retd.)	Director	9,750,000	9,750,000	2.167%	2.167%
      Mr. Junaid Shehzad Ahmed	Director / Substantial Shareholder	121,200,000	121,200,000	26.933%	26.933%
      Mr. Sikander Mahmood	Sponsor	393,750	393,750	0.088%	0.088%
      Mr. Ahmad Kamal	Sponsor	15,000	15,000	0.003%	0.003%
      Mr. Muhammad Khurram Faraz	Shareholder	13,365,000	13,365,000	2.970%	2.970%
      Total		159,692,880	159,692,880	35.487%	35.487%

      *As per Company Management as at January 21, 2025

   7. ‌Fractional Rights Shares:

      The Board of Directors of the Company have resolved in their meeting held on January 19, 2026 that all 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.

   8. ‌Important Dates:

1. ‌SUBSCRIPTION AMOUNT PAYMENT PROCEDURE:

   1. Payment as indicated above should be made by cash or crossed cheque or demand draft or pay order made out to the credit of "Trust Securities & Brokerage Limited - Right Shares Subscription Account" through any of the authorized branches of JS Bank Limited on or before March 12, 2026 along with this Right Subscription Request duly filled in and signed by the subscriber(s).

   2. Right Subscription Request can be downloaded from the Company website https://www.tsbl.com.pk/

   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, Trust Securities & Brokerage Limited at the registered office of the issuer along with Right Subscription Request (both copies) duly filed and signed by the subscriber(s) with certified copy of NICOP / Passport well before the last date of payment.

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

   5. The Banker(s) to the Issue will not accept Right Subscription Requests delivered by post which may reach after the closure of business on March 12, 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 March 12, 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 working days from the last payment date. Paid Right Subscription Request will not be traded or transferred.

2. ‌PROFILE OF BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS

   Board of Directors
   S. No	Name	Position	Date of Appointment / Reappointment	Directorships in other companies
   1	Ms. Zenobia Wasif	Chairperson / Director (Non-Executive)	April 01, 2023	Mastermind Fide Chess (Pvt.) Limited
   2	Mr. Abdul Basit	Chief Executive Officer / Director (Executive)	April 01, 2023	-
   3	Mr. Muhammad Shayan Ghayas	Director (Executive)	April 29, 2025	-
   4	WG CDR. Talat Mahmood (Retd.)	Director (Non- Executive -Independent)	April 01, 2023	-
   5	Mr. Khizer Hayat Farooq	Director (Non-Executive - Independent)	April 01, 2023	-
   6	Mr. Muhammad Talha Razi	Director (Non-	September 09, 2025	-

   		Executive - Independent)
   7	Mr. Junaid Shehzad Ahmad	Director (Non- Executive) / Sponsor / Ultimate Beneficiary Owner	April 01, 2023	Rohtas produce (Pvt) Ltd Eden college (Pvt) Ltd Nasim Shehzad (Pvt) Ltd NS Rohtas (Pvt) Ltd

   1. ‌Profile of the Board of Directors of the company
      1. Ms. ZENOBIA WASIF - CHAIRPERSON OF BOARD OF DIRECTORS

         Ms. Zenobia Wasif holds a bachelor degree and she is a founder of FIDE chess Academy, holding leadership quality with commitment, dedication and has an ability to work in a competitive and challenging environment. She started her career as Company secretary in the year 2003 and later on joined various well reputed organizations.

         She is well-versed, competent, self-motivated, aggressive and ambitious, result oriented and possess and excellent analytical and problem-solving skills. Liaising smooth interaction with confidence, she holds highly organized administrative and professional skills with vast experience in business profession. Her meticulous approach in data collection and presentation, maintaining records, incorporating confidential information and maintaining high quality reports and analysis in the requisite style and format supported her functional performance in administration and corporate affairs. Her rapidly assimilating and leaning process applicable to in-house operations, consistently impressing higher management have resulted in fast-track advancement to more senior positions.

      2. MR. ABDUL BASIT - CHIEF EXECUTIVE OFFICER & EXECUTIVE DIRECTOR

         Mr. Abdul Basit is associated with the company for the last 31 years. He did his bachelor of science from the University of Punjab in 1987. He started his career as a trader with the member of Lahore Stock Exchange & worked for four years. After that he served couple of commercial banks and gained the experience of custodial and brokerage services. In the year1994, he joined TSBL, as a settlements manager. During the period with the company, he held various important positions like company secretary, General Manager and Chief Operating Officer and gained vast experience & in-depth knowledge of Financial Markets. By virtue of his rich experience of the capital markets, he was elevated to the position of CEO In 2010. Having a professional career of 31 years of senior management positions covering various areas of operations of listed brokerage company, he holds command on corporate, business and company laws, Securities and Exchange Commission rules and regulations and NCCPL regulations. He also attended several courses, Seminars, Training Sessions and conferences on financial markets and Capital regulations. He is also member of institute of Financials Markets of Pakistan

      3. MR. MUHAMMAD SHAYAN GHAYAS - EXECUTIVE DIRECTOR

         Mr. Muhammad Shayan Ghayas holds a Bachelor's degree in Business Administration with a major in Finance. He is also a Diploma holder in Capital Markets from IBA and a Certified Director from ICMA. With more than seven years of professional experience in capital markets, Mr. Shayan has established a solid track record in equities, commodities, and institutional trading. His expertise combines a strong analytical foundation with innovative market strategies, enabling him to consistently deliver results and add value in complex financial environments.

         He currently serves as Head of Sales - Institutional Desk at TSBL, where he leads trading operations for banks, mutual funds, and other financial institutions. Under his leadership, the desk has strengthened its client relationships and expanded its footprint in the institutional segment, reflecting his ability to align business growth with client objectives and market opportunities. In addition to leading institutional sales, Mr. Shayan contributes significantly to risk management and the formulation of marketing strategies, ensuring TSBL's sustained growth and market leadership. Through his vision and commitment, he continues to guide the firm into new ventures and innovative directions, strengthening TSBL's position as a trusted partner for both HNWI retail and institutional clients.

      4. WG CMR. TALAT MEHMOOD (RETD.) - DIRECTOR (NON-EXECUTIVE - INDEPENDENT)

         Mr. Talat Mehmood retired from Air Force on August 31,2017 as Wing Commander. Mr. Talat completed graduation from the Karachi University in the year 1992 while he also holds BSC (Hons) degree from Air University in the year 2006. Similarty, he successfully completed Governance & Financial Management, conducted at the Defence International Training Centre, Melbourne Australia in the year 2010. He is a man with meticulous self-discipline.

         He is energetic, ambitious person who has developed a mature and responsible approach to any task that he undertakes or situation that he presented with. He is excellent in working with others to achieve a certain objective on time and with excellence, His diversified knowledge base holds him second to none among his peers and professional cadre. Mr. Talat is the Chairman of Audit Committee at the company.

      5. MR. KHIZER HAYAT FAROOQ - DIRECTOR (NON-EXECUTIVE - INDEPENDENT)

         Khizer Hayat Farooq is a seasoned entrepreneur and strategic investor with over a decade of experience in financial markets, specializing in listed securities and growth-oriented ventures. He holds a degree in Computing & Information Technology from Staffordshire University, UK, and has further enriched his leadership credentials through certifications in Gender Equality and Global Markets, in collaboration with the Columbia School of International and Public Affairs. He is also a Certified Director, accredited by the Institute of Cost and Management Accountants (ICMA).

         Khizer's professional journey reflects a blend of strategic foresight and entrepreneurial drive. In 2012, he founded SNAP A DEAL, a travel solutions company built to provide comprehensive, end-to-end services with a strong emphasis on the corporate sector. Under his leadership, the company scaled rapidly, earning a reputation for delivering efficient, reliable, and personalized travel experiences. Beyond his business ventures, Khizer plays an active role in corporate governance.

         He currently serves as the Chairman of the Human Resource & Remuneration Committee and the Environmental, Social & Governance (ESG) Committee at Trust Securities & Brokerage Limited (TSBL). His multifaceted experience and leadership continue to drive value across sectors, from financial services to travel and corporate governance.

      6. MR. MUHAMMAD TALHA RAZI - DIRECTOR (NON-EXECUTIVE - INDEPENDENT)

         Mr. Talha Razi is an accomplished finance and business professional with over eleven years of diversified experience across financial markets, corporate finance, FMCG operations, supply chain management and administrative leadership. He served as Director of Trust Securities & Brokerage Limited from December 2017 to April 2020, where he contributed to strategic oversight and governance. Mr. Razi holds a Bachelor's Degree in Commerce from the University of Karachi (1998) and an MBA from PAF-FIET University, Karachi (2005).

         He began his professional career as an Assistant Insurance Manager (1998-1999), gaining early exposure to risk management and insurance operations. In 2003, he joined ICI Pakistan Limited (DULUX Division) as Sales Administration Manager, where he served until 2006. His responsibilities included overseeing transport and logistics, production planning, supply coordination, and customer support. He also played a key role in updating and improving Standard Operating Procedures (SOPs) and technical procedures for warehouse operations.

         Mr. Talha Razi is presently associated with Bonnyrigg Produce and Garden Supplies, NSW, Australia, where he serves as Manager, overseeing day-to-day operational and administrative functions. He is a results-driven and accomplished finance and business professional with extensive experience in financial operations, supply chain management, human resources and administrative functions. He has demonstrated a strong ability to manage multiple responsibilities, optimize business processes and deliver measurable outcomes in fast-paced and high-pressure environments. His professional experience spans the FMCG sector, securities brokerage operations and corporate financial management, reflecting a proven and versatile track record.

      7. MR. JUNAID SHEHZAD AHMED - DIRECTOR (NON-EXECUTIVE) / SPONSOR

         Mr. Junaid is a seasoned global professional and entrepreneur by choice. Junaid has exceptional academic credentials. His diversified knowledge base holds him second to none amosng his peers and professional cadre. Junaid holds multiple degrees in different top-notch academic disciplines. He did his bachelor's in mechanical engineering from the United States of America. He holds a dual discipline Master's degree in Management Science and operational research from the United Kingdom. His appetite to keep up the pace with the changing global academic and corporate trends, lure him into an MBA in Entrepreneurship and Finance from the United Kingdom.

         Junaid got a jumpstart to his professional career in the realm of Finance and strategy at British Petroleum's Headquarters located in London. Junaid go the knack of the corporate world at a very early stage in his career. After few years of exposure to international finance and strategy at the British Petroleum, Junaid decide to venture into a journey of exploring global businesses Since 2009 he has been phenomenally Involved in various Afro businesses in middle east and Pakistan. His Entrepreneurial spirit got him in to project management consultancy and a joint venture in a corporate finance advisory boutique.

      8. AHMAD KAMAL - SPONSOR

         Ahmad Kamal a passionate leader with first class communication skills and a long track record of successful management. He is an MBA from Institute of Business Administration (IBA, Karachi). Also having a Certified Director diploma and Post Graduate Diploma in Systems Analysis and Design. Gained extensive knowledge of all current economic, social and regulatory issues. An inspiring and motivational executive with first-rate interpersonal skills and the ability and passion for developing the vision of any company he manages. He is able to push performance improvement whilst at the same time delivering growth. Possessing vast managing directorship and CEO experience he always ensures that clear objectives and expectations are delivered and maintained.

         He has gained business experiences starting a career from Atlas Honda Limited in 1984 as System Analyst for the establishment of Computer Department. However, he entered the commercial and financial market and joined the most prestigious DFIs of its time and served for 10 years. After that served in a leasing company as a General Manager. By virtue of professional experience elevated to the position of Chief Executive in a stock brokerage house having memberships with Karachi and Lahore stock exchanges.

         On the basis of the rich experience of the financial market, Ahmad got an opportunity to serve as Head of investments in well renowned multinational DFI. During the period as Head of Investment managing allocation of financial resources of the Company in order to achieve optimal return and developing prudent investment strategies to ensure effective risk management in respect of Company's investments. Also analyzing the corporate financial statements, financial news and macro indicators etc. In addition managing and actively participating in the trading/investment and developing of equity portfolio for judicious returns & value addition in assets of the company. On the basis of performance and decision making abilities elevated to the position as CEO of one of its subsidiary company dealing in Real Estate Sector. During service proved as a successful proactive strategist, growth oriented and target driven team builder capable of effectively utilizing resources to get optimal results. Presently working as Chief Executive Officer of leading the construction company heading a team of engineers and other technical staff in combination of consulting Architects, Civil, Structural, Electrical & Mechanical Engineers cohesively using the talent achieving a milestone of completing thirty (30) story tall State of the Art Corporate Building Project in Karachi.

      9. SIKANDER MAHMOOD - SPONSOR

      Sikander Mahmood is the man on a mission of transforming businesses with flair. Sikander has held a number of top tier positions in Pakistan for the past twenty years. Since 2010, he is the Vice Chairman and CEO of Arabian Sea Enterprises Limited, owner of Movenpick Hotel Karachi. Sikander is well versed in management policy, financial planning and compliance. He is responsible for entire management and operations of the Movenpick Hotel in Pakistan including its affiliated company Arabian Gulf Enterprises Private Limited to achieve the maximum degree of profitability and investor's satisfaction while reporting directly to multiple board of directors in Kuwait. He is a relationship builder. Dedicated, passionate and self-starter, Sikander is the synonym of trust, profitability and growth in Pakistan. He was the Chairman of Pakistan Hotel Association from 2010 to 2013 where he was majorly responsible for devising strategies, focused to develop a bilateral relationship with the Ministry of Tourism, Excise & Taxation and various others government departments. He was the voice of Pakistan Hotel association. A born leader! With his exceptional leadership qualities he successfully sorted industry's core issues and effectively abridged the gap between government and the industry.

      Sikander is one of the highly reputed professionals in Pakistan. Pakistan Reinsurance Company Limited is a public sector company under the administrative control of the Ministry of Commerce with a market cap of more than Rupees 15.9 billion. He was elected member of the Board of Directors Pakistan Reinsurance Company for tenure of three years from 2010 to 2013. He is a prompt, diligent and versatile campaigner. Based on these attributes the business community vouched for him to be on the board of the company as the Director member of the investment committee and chairman claims committee. He was impactful and robust in approach during his time in the board.

      Sikander's longest reigning tenure was at Yemen Commercial Bank. He served the company from 1993 to 2005 for more than a decade as the General Manager and the CEO of the Bank. He managed the entire bank single handedly with an excellent track record. Based on his superior services he was awarded and appointed as the Elected Advisor to UNDP, Micro Start (small loans) programmed in Yemen, funded by United Nations, World Bank and private sector of Yemen. He was also elected as an honored member of "International Who's Who of Professionals" USA. Selection for inclusion in this organization and membership is a testamentto the professional academic and civil achievements of the member.

3. ‌FINANCIAL DETAILS OF THE ISSUER:
   1. ‌Financial highlights of Issuer for last three years

      (Pakistani Rupee)	Audited Accounts FY2023	Audited Account FY2024	Audited Account FY2025
      Name of the Statutory Auditors	Reanda Haroon Zakaria Aamir Salman Rizwan & Company Chartered Accountants	Reanda Haroon Zakaria Aamir Salman Rizwan & Company Chartered Accountants	Reanda Haroon Zakaria Aamir Salman Rizwan & Company Chartered Accountants
      Operating Revenue	141,803,751	211,999,401	251,089,761
      Gross Profit*	N/A	N/A	N/A
      Profit before Interest & Tax (PBIT)	(11,825,631)	84,017,607	24,791,433
      Profit/(loss) after Tax	(10,268,669)	83,997,343	19,168,186
      Accumulated (Loss) / Profits	(20,821,880)	63,175,463	82,343,649
      Total Assets	494,196,826	707,266,244	883,619,907
      Total Liabilities	215,018,706	344,090,781	501,276,258
      Total Equity	279,178,120	363,175,463	382,343,649
      No of Shares	30,000,000	30,000,000	30,000,000
      Break-up value Per Share (PKR)	9.31	12.11	12.74
      Earnings/(loss) per share (PKR)	(0.34)	2.80	0.64
      Dividend Announced	Nil	Nil	Nil

      * As a brokerage house, the Company does not have a conventional cost of sales and therefore does not report gross profit in its audited financial statements.

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

      Not Applicable

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

         	FY2021	FY2022	FY2023	FY2024	FY2025
         Percentage	Nil	Nil	Nil	Nil	Nil
         Number of Shares	Nil	Nil	Nil	Nil	Nil

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

      Average market price (Volume Weighted Average Price) of the share of the Company during the last six months (from August 07, 2025 to February 06, 2026) is PKR 3.93 per share.

   4. ‌Share Capital and Related Matters

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

      Shareholders	Number of Shares	Shareholding %
      Directors, CEO, Their Spouse and Minor Children	93,284,420	31.09%
      Associated Companies	272,500	0.09%
      Investment Companies	17,120,640	5.71%
      Banks, DFIs & NBFIs	3,000,000	1.00%

      Joint Stock Cos.	6,263,073	2.09%
      General Public	179,803,367	59.94%
      Others	250,000	0.08%
      Total	300,000,000	100%

      *As per Company Management as at December 31, 2025

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

      Name of the Person	Status (Substantial Shareholder / Director)	Pre-issue No. of Shares	Shareholding %-pre-issuance	No. of Shares after Right Shares	Shareholding %-post issuance
      Mr. Abdul Basit	CEO / Director	5,000	0.002%	12,500	0.002%
      Ms. Zenobia Wasif	Chair person	5,000	0.002%	12,500	0.002%
      Mr. Khizer Hayat Farooq	Director	1,010,000	0.337%	2,525,000	0.337%
      Mr. Muhammad Shayan Ghayas	Director	273,270	0.091%	683,175	0.091%
      Mr. Muhammad Talha Razi	Director	8,686,150	2.895%	21,715,375	2.895%
      WG CDR. Talat Mahmood (Retd.)	Director	6,500,000	2.167%	16,250,000	2.167%
      Mr. Junaid Shehzad Ahmed	Director / Substantial Shareholder	80,800,000	26.933%	202,000,000	26.933%
      Mr. Sikander Mahmood	Sponsor	262,500	0.088%	656,250	0.088%
      Mr. Ahmad Kamal	Sponsor	10,000	0.003%	25,000	0.003%
      Total		97,551,920	32.517%	243,879,800	32.517%

      *As per Company Management as at January 21, 2025

      Details and shareholding of the holding company, if any.

      Not Applicable

   5. A company shall disclose the following, if 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; NONE

      2. the carrying amount of the loans payable in default; NONE

      3. whether the default was remedied, or the terms of the loan payable were renegotiated; N/A

      4. details and status of any debt restructuring; N/A

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

      6. NOC issued by the financial institution(s) in respect of whom the over dues or defaults of the issuing company, its sponsor(s), promoter(s), substantial shareholder(s) or directors appear in the report obtained from the Credit Information Bureau, in relation to right issue; and N/A

      7. details of recovery proceedings, if any: N/A

         1. proceedings initiated by the lenders against company; N/A

         2. the company's actions in response; and N/A

         3. the current status of such proceedings N/A

4. ‌RISK FACTORS
   1. ‌ Risk Associated with the rights issue 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.

   2. ‌Risk Associated with the issuer
      1. Internal Risk Factors
         1. Operational Risk

            Operational risk refers to the possibility of failures in internal processes, systems, human resources, or controls that may affect the Company's brokerage operations. As a Trading Right Entitlement Certificate (TREC) holder and Trading Only / Online Broker, the Company's business is highly dependent on the uninterrupted functioning of its Order Management System (OMS), connectivity with PSX and CDC, clearing and settlement systems, and margin monitoring mechanisms.

            Any failure or disruption in the trading platform, OMS connectivity, or settlement processes may result in delayed trade execution, settlement failures, client dissatisfaction, regulatory penalties, or reputational damage. The Company mitigates this risk through robust IT infrastructure, system redundancy, cybersecurity controls, periodic system audits, and defined OMS processes for execution of trades of Trading Only and online clients, along with real-time monitoring of trades and settlements.

            The Company holds a brokerage license issued by SECP, which is essential for its trading and brokerage operations. The previous license expired on December 31, 2025, and the Company has applied for renewal, which is currently in process. Any delays in the renewal could temporarily affect trading activities or client services; however, the Company continues to operate in accordance with SECP regulations and expects the renewal to be completed without disruption.

         2. Financial Risk

            Financial Risk represents the vulnerability of the company' earnings and capital position to fluctuations in revenue, operating costs, and funding requirements. The Company's revenue is largely generated from Brokerage income from PSX and PMEX. The revenue of the company is vulnerable to market sentiments and volatility in market trading volumes. The revenue of the

            company has seen a growth of 50% from FY2023 to FY2024 and 18% growth from FY2024 TO FY2025.

         3. Concentration Risk

            Concentration risk may arise if trading activity or exposure is concentrated in specific sectors or securities. Any adverse performance of such sectors may reduce trading volumes and commission income. The Company mitigates this risk by maintaining a diversified client base and monitoring sector-wise trading exposure through its risk management framework.

         4. Credit Risk

            In line with the Company's Risk Management Policy, the Risk Management department conducts daily monitoring of client margin requirements to proactively identify potential shortfalls. The integrated Risk Management System provides real-time alerts on any possible breaches, enabling timely interventions. Appropriate corrective measures are undertaken immediately to mitigate credit exposure, thereby ensuring prudent risk containment and safeguarding the Company's financial position.

         5. Liquidity Risk

            The Company's liquidity profile remains comfortable, with current liabilities recorded at PKR 734 mn as of September 30, 2025. Whereas the current assets stand at PKR 1,064 mn as of September 30, 2025, these are sufficient to cover the current liabilities, translating into a current ratio of 1.45x. The ratio indicates adequate coverage, mitigating liquidity risk.

         6. Risk of Non-compliance with Regulations of SECP and PSX

            This risk refers to the possibility of non-compliance with regulatory requirements of SECP, PSX, and applicable Securities Brokers (Licensing and Operations) Regulations, including but not limited to renewal of brokerage license, maintenance of minimum capital requirements, submission of liquid capital statements, and ongoing reporting obligations.

            Failure to comply with such requirements may result in penalties, trading restrictions, suspension, or cancellation of the Company's TREC Certificate, which could materially impact its brokerage operations. In such circumstances, the Company would be required to take immediate corrective actions and ensure protection of client interests, including segregation of client assets, compliance with CDC regulations, and adherence to PSX risk management and settlement frameworks.

      2. External Risk Factors
         1. Business Risk

            The Business risk refers to the vulnerability of the Company's earnings to fluctuations in capital market activity, investor sentiment, and trading volumes. The major portion of the Company's revenue derives from brokerage income which makes profitability of the company highly sensitive

            to market sentiments and conditions. The industry has remained favorable in the past 2-3 years, consequently, the company has also been able to achieve a revenue growth of 77% from FY2023 to FY2025 supported by favorable industry dynamics. However, the brokerage sector remains exposed to external vulnerabilities, political uncertainty, and market sentiments. Any material decline in the market activity or shifts investor confidence impact commission income unfavorably.

         2. Interest Rate Risk

            Interest risk refers to changes in benchmark interest rates that influence investor confidence in capital markets, market liquidity, and asset allocation preferences. Although interest rates have reduced significantly from around 21% in June 2023 to around 11% in June 2025, however, any increase in interest rates could shift investor funds from equities to fixed income instruments, leading to lower trading volumes, consequently, reducing brokerage income of the company as well. The Company manages interest rate uncertainty by maintaining a prudent cost structure, limiting reliance on borrowings, and closely monitoring market conditions.

         3. Foreign Exchange Risk

            Foreign exchange risk represents the potential impact of exchange rate volatility on investor confidence and overall market stability. Although the Company does not have direct foreign currency exposure, sharp depreciation of the Pakistani Rupee or heightened exchange rate volatility may adversely affect market sentiment and reduce investor participation in the equity market.

            The Company manages this indirect risk through continuous monitoring of macroeconomic indicators and market conditions.

         4. Economic Slowdown

            Economic slowdown arising from adverse domestic or global macroeconomic conditions may negatively affect investor confidence and capital market activity. As the Company's revenue is primarily derived from brokerage commissions linked to trading volumes, any sustained reduction in market activity may adversely impact the Company's revenue and profitability.

         5. Regulatory Risk

      Regulatory risk refers to the possibility that changes in capital market regulations, settlement mechanisms, margin requirements, or brokerage-related rules issued by SECP, PSX, or PMEX may adversely affect the Company's operations and profitability.

      The implementation of the T+1 settlement regime may increase liquidity management and operational requirements for brokerage houses, as faster availability of funds and securities is required. Any inefficiency in meeting accelerated settlement timelines may expose the Company to settlement risk or penalties. The proceeds of the Right Issue are expected to strengthen the Company's capital and liquidity position, supporting compliance with enhanced settlement requirements.

      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. ‌Outstanding Legal Proceedings of the Company

      There are currently no pending legal proceedings of the Company.

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

      There are currently no actions pending by the Securities Exchange against the issuer or associated listed companies of the issuer during the last 3 years due to non-compliance of its regulations.

   3. ‌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 issue

      There are currently no legal proceedings 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 issue.

6. ‌SIGNATORIES TO THE OFFER DOCUMENT