Wasl Mobility ModarabaPSX: WASL

Draft Offer Documents-Issuance of Right Modaraba Certificates at Discount

· Issued by Wasl Mobility Modaraba


WASL

fi 0B/L/ BY

M0DARABA

(Formerly First Prudential Modaraba)

7enuary 30, 2026

The Geneml Manager

still Slook Exchange Limittd

Stock hXohangc Building Stock Rxchange Road

OB1. I. ChwsdrigarRoad,





MMM i

Wormerlv Plrst Prudential Modarabal

° enclosing dnA offer documents ^8 °° of Right Modaraba Certificates ai discount @ the Wnsl Mobility Modaraba fur your review.

^ dtte of book closure is February 24, 2026, subject to the approval of "Drafi Offer Documents" frtim PSX & SBCP.

You may inform the TRE c•nficntc Holdar odt Exchange accordingly.





Copy to: - The Registrar Modamha Companies & Modaraba,

8ecuriDes & Exchange Commission of Pakistm, in, MC Building, firmah Avenue,

fstamatiad

Managed by: WASL Modaraba Management Limited (Formerly Awwal Modaraba Management Ltd)

Head ORoe: 88, 8th Fl0or, Hi-0 Tower, Jail Road, Lahore Telephone: (+62-42) 35135117 fraractd Offfco 9uif No. A&B 3rd Fjoar Plot No. 31-L Kh yybon•a-fihams eer. DHA Phace V, Karachl.

Telephone: (+92-21) 35155610

ADVICE FOR INVESTORS

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISKS. THE INVESTORS ARE REQUIRED TO READ THE RIGHTS CERTIFICATE OFFER DOCUMENT (HEREIN REFERRED TO AS 'OFFER DOCUMENT') AND RISK FACTORS CAREFULLY, ASSESS THEIR OWN FINANCIAL CONDITIONS AND RISK-TAKING ABILITY BEFORE MAKING THEIR INVESTMENT DECISIONS IN THIS OFFERING.

RIGHT ENTITLEMENT LETTER IS TRADABLE ON PSX, RISKS AND REWARDS ARISING OUT OF IT SHALL BE SOLE LIABILITY OF THE INVESTORS.

THIS DOCUMENT IS ISSUED FOR THE PURPOSE OF PROVIDING INFORMATION TO CERTIFICATE HOLDERS OF THE MODARABA AND TO THE PUBLIC IN GENERAL IN RELATION TO THE RIGHTS ISSUE OF PKR 150,144,194 CONSISTING OF 31,325,724 NEW ORDINARY CERTIFICATES BY WASL MOBILITY MODARABA. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE.

THIS OFFER DOCUMENT IS VALID TILL 26thMay, 2026 (60 days from the last day of payment of subscription amount)



WASL MOBILITY MODARABA (Formerly First Prudential Modaraba) RIGHT MODARABA CERTIFICATES OFFER DOCUMENT

Date and place of incorporation of Management Company

June 05, 2014, Karachi

Incorporation number:

0088649,

Date and place of registration of Modaraba

October 19, 1989, Islamabad

Registration number

5(16) Reg-Mod-89

Head Office

818, 8thFloor, High-Q Tower, Jail Road, Gulberg-V,

Lahore

Contact No

042-35135117 & 021-35155610

Website:

https://wasl.com.pk/

Contact Person

Name : Syed Shahid Owais-Company Secretary

Phone : 021-35155610

E-Mail shahid.owais@wasl.com.pk

Share Registrar

M/s. C&K Management Associates (Private) Limited Address: M-13, Progressive Plaza, Civil Lines Quarter, near P.I.D.C., Beaumont Road, Karachi.

Tel: 92 21-35685930 | +92 21-35687839

Issue Size: The Issue consists of 31,325,724 Right certificates (i.e. approximately 24.21% of existing paid-up capital of Wasl Mobility Modaraba having face value of PKR 10/- each. The total amount to be raised through the right issue is PKR 150,144,194.

Date of Placing Offer Document on PSX for Public Comments:

Not opted for public comments

Date of Final Offer Letter:

16thFebruary, 2026

Date of Book Closure:

From 24thFebruary, 2026 to

24thFebruary, 2026

Subscription Amount Payment Dates:

From 26thFebruary, 2026 to 26thMarch, 2026

Trading Dates for Letter of Rights:

From 26thFebruary, 2026 to 12thMarch, 2026



Details of the relevant contact persons:

Name of

the Person

Designation

Contact Number

Office Address

Email ID

Authorized Officer

Of the Issuer

Syed Shahid Owais

Company

Secretary

021-

35155610

Suit No: - A & B, 3rd Floor, Plot

No: 31-C, Khayaban-e-Shamsheer, Phase-V,

Defence Housing Authority, Karachi

shahid.owais@wasl.com

Underwriter

M/s Arif Habib Limited

Mr. Raheel Ahmed

Investment Banking Associate

0321-

4453635

2ndFloor, M.T.Khan, Road, Karachi

info@arifhabibltd.com

Bankers to the Issue

Dubai Islamic Bank Pakistan Ltd.

Mr. Syed

Fahim Ahmad

Relationship

Manager -Cash Management

0302-

2495385

Ext:8683

Head Office, 2nd Floor, Hassan

Chambers,

DC-7, Block -7, Kehkashan Clifton, Karachi.

Role

Entity

Address

Issuer (Modaraba)

Wasl Mobility Modaraba

(WMM)

818, 8thFloor, High-Q Tower, Jail Road,

Gulberg-V, Lahore

Management Company

Wasl Modaraba Management

Limited (WASL)

818, 8thFloor, High-Q Tower, Jail Road,

Gulberg-V, Lahore

Modaraba Registrar

Company

M/s. C&K Management

Associates (Pvt) Limited

M-13, Progressive Plaza, Plot No. 5 - CL -

10, Civil Lines Quarter, Beaumont Road, Karachi

Shariah Advisor

Al Hamad Shariah Advisor

606, Maniya CHS, Main Khalid Bin

Waleed Road, Karachi,

External Auditors

Riaz Ahmad & Company

Office No: 5, 20thFloor, Bahria Town

Tower, Block-2, P.E.C.H.S, Karachi

Advisor to the Issue

Hussain Corporate Advisors

B-93, Block-13, Gulistan-e-Jouhar,

Karachi.



This Offer Document can be downloaded from: https://wasl.com.pk/ and https://www.psx.com.pk/































Disclaimer

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

  1. The Securities Exchange and the SECP disclaims:

    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, in accuracies, in completeness 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 quality of the issue.

  2. 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.







GLOSSARY OF TECHNICAL TERMS

Term

Definition

ACT

Securities Act, 2015

ARM

Annual Review Meeting of the Certificate Holders, where the Right Issue was ratified on October 28, 2025.

Breakup Value (BV)

The Net Assets per Certificate, calculated by dividing the Certificate Holders' Equity by the number of outstanding Certificates.

CDC

Central Depository Company of Pakistan Limited

CDS

Central Depository System

Certificates

Modaraba Certificates of WASL, representing an undivided share in the Modaraba's funds and profit/loss.

Companies Act

Companies Act, 2017

Commission/SECP

Securities and Exchange Commission of Pakistan

IAS

Investor Account Services

Ijarah

An Islamic financing mode equivalent to leasing, where the Modaraba retains ownership of the asset and leases it to the client for a specified rent.

LoR

Letter of Rights

Management Company (WMM)

Wasl Modaraba Management Limited (Formerly Awwal Modaraba Management Limited), the Manager of WASL.

Mn

Million

Modaraba / WASL

Wasl Mobility Modaraba (Formerly First Prudential Modaraba), the Issuer.

NICOP

National Identity Card for Overseas Pakistani

Par Value / Face Value

Rs. 10/- per Modaraba Certificate.

PKR or Rs.

Pakistan Rupee(s)

PSX/Securities Exchange

Pakistan Stock Exchange Limited

Registrar Modaraba

Registrar Modaraba Companies and Modaraba, appointed by the Securities and Exchange Commission of Pakistan (SECP).

Term

Definition

Right Entitlement Letter (REL)

The negotiable instrument representing the right of an existing Certificate Holder to subscribe to the new Certificates.

Right Issue

The current issuance of 31,325,724 Certificates offered to existing Certificate Holders.





DEFINITIONS

Term

Definition

Application Money

The total amount of money payable by existing certificate holders, which is equivalent to the value of certificates to be allotted.

Banker to the Issue

Dubai Islamic Bank has been appointed, in this Right Issue, as the Banker to the Issue, with whom an account is opened and maintained by the Issuer for keeping the issue amount.

Book Closure Dates

The Book Closure shall commence from 24thFebruary, 2026to 24th February, 2026(both days inclusive).

Commission/SECP

Securities and Exchange Commission of Pakistan ("SECP").

Company

Wasl Modaraba Management Limited

Issue

Issue of 31,325,724 Right Certificates representing approximately 24.21

%of the total paid-up certificate capital of the Modaraba.

Issue Price

The price at which Right Certificates of the Modaraba are issued to the existing certificate holders ( PKR 5.26 per certificate for Wasl Modaraba Management Limited( Management Company of Modaraba & PKR 4.73 to the existing Certificate Holders)

Modaraba Certificates

Modaraba Certificates having face value of PKR 10/- each.

Regulations

Companies (Further Issue of Shares) Regulations, 2020 [Link: https://www.secp.gov.pk/document/the-companies-further-issue-of-shares-regulations-2020-updated-march-4-2024/?wpdmdl=51188&refresh=663b4dc3873b51715162563]

Right Issue

Certificates offered by a company to its members strictly in proportion to the certificate 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 a majority of the directors on the board of the issuing company directly or indirectly; OR A person who replaces the person referred to above; OR A person or group of persons who has control of the issuing company whether directly or indirectly.



Table of Contents

1

SALIENTFEATURESOFTHERIGHT ISSUE

17

1.1

BRIEF TERMS OF THE RIGHT ISSUE

17

1.2

PRINCIPAL PURPOSE OF THE ISSUE AND FUNDING

ARRANGEMENTS

19

1.3

FINANCIAL EFFECTS ARISING FROM RIGHT ISSUE

20

1.4

TOTAL EXPENSES TO THE ISSUE

21

1.5

DETAILS OF UNDERWRITERS

21

1.6

COMMITMENTS FROM SUBSTANTIAL CERTIFICATEHOLDERS / SHAREHOLDERS/DIRECTORS

21

1.7

FRACTIONAL CERTIFICATES

21

1.8

IMPORTANT DATES

22

2

SUBSCRIPTION AMOUNT PAYMENT PROCEDURE

23

3

PROFILES OF THE BOARD OF DIRECTORS OF THE COMPANYA ND SPONSORS

24

3.1.

PROFILE OF THE BOARD OF DIRECTORS OF THE COMPANY

24

3.2

DIRECTORS DIRECTORSHIP IN OTHER COMPANIES

26

4

DETAILSOFTHEISSUER

26

4.1

FINANCIAL HIGHLIGHTS OF THE ISSUER FOR THE LAST THREE

YEARS

26

4.2

FINANCIAL HIGHLIGHTS OF PRECEDING ONE YEAR OF CONSOLIDATED FINANCIALSTATEMENTS

26

4.3

DETAILS OF ISSUE OF CAPITAL IN PREVIOUS FIVE YEARS

27

4.4

AVERAGE MARKET PRICE OF THE SHARE OF THE ISSUER DURING THE LAST SIXMONTHS

27

4.5

CERTIFICATE CAPITAL AND RELATED MATTERS

27

5

RISKFACTORS

28

5.1

RISK ASSOCIATEDWITHTHERIGHTISSUE

28

5.2

RISK ASSOCIATEDWITHISSUER

29

6

LEGALPROCEEDINGS

30

6.1

OUTSTANDINGLEGALPROCEEDINGSOFTHECOMPANY

30

6.2

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.

30

6.3

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.

30

6.4

PURSUANT TO THE JANUARY 2026 AMENDMENTS TO THE REGULATIONS,

THE MODARABA HEREBY DISCLOSES THAT CERTAIN "NO" OVER-

DUES/DEFAULTS APPEAR IN THE CIB REPORT OF THE MODARABA/MANAGEMENT COMPANY AND ITS DIRECTORS

31

7

STATEMENT IN FULFILLMENT OF REQUIREMENTS CONTAINED UNDER

REGULATION 3(2)(VI) OF THE COMPANIES REGULATIONS, 2020 (IF ANY)

31

8

UNDERTAKINGS FROM BOARD,CEO & CFO

32-33

9

SIGNATORIES TO THE OFFER DOCUMENT

34

DRAFT OFFER DOCUMENT OF WASL MOBILITY MODARABA

(Formerly First Prudential Modaraba) Managed by Wasl Modaraba Management Limited



  1. SALIENT FEATURES OF THE RIGHT ISSUE

    1. BRIEF TERMS OF THE RIGHT ISSUE

a)

Description of Issue

Issuance of Right Certificates to existing certificate holders

b)

Size of the proposed Issue

31,325,724 Modaraba Certificates at face value Rs 10/ each

c)

Face Value of the Certificate

PKR10/-

d)

Basis of determination of price of the right tissue

The board of directors of the Management Company decided that the right issue be carried out at discount considering it to make an attractive and reasonable offer including various factors like market price, past practice of the Company to

issue certificates, volume traded on the PSX, current economic situation etc.

e)

Proportion of new issue to existing certificates with any condition applicable thereto

The quantum of the Right Issue is approximately 24.21% of the existing paid-up certificate capital of WASL, i.e. approximately

24.21 right modaraba certificates for every 100 modaraba certificates held by the modaraba certificate holders of WASL immediately prior to the close of the Certificate Transfer Books of WASL.

f)

Date of meeting of Board of Directors (BOD) of Management Company wherein the right issue

was approved

September 29, 2025

g)

Name of directors attending the Board Meeting

1-Mr. Faraz Akhtar Zaidi

Chairman

2-Mr. Nazir Ahmed Shaheen

Independent Director

3-Mr. Shafiq Ur Rahman

Non-Executive Director

4-Ms. Azra Yaqub Vawda

Independent Director

5-Ms. Myra Husain Qureshi

Non-Executive Director

6-Mr. Saif Tariq

Chief Executive Officer

h)

Brief purpose of utilization of right issue proceeds

Registrar Modaraba Companies and Modaraba, Securities and Exchange Commission of Pakistan (SECP) vide letter dated 19 September 2024 required that shareholder loan of Rs. 150 million in Wasl Mobility Modaraba by Pak Brunei Investment Company Limited (PBICL) shall not be released without its replacement with new equity injection, hence this Right Issue.

Page17

i)

Purpose of the Right Issue: Details of the main objects for raising funds through present right issue.

Registrar Modaraba Companies and Modaraba, Securities and Exchange Commission of Pakistan (SECP) vide letter dated 19 September 2024 required that shareholder loan of Rs. 150 million in Wasl Mobility Modaraba by Pak Brunei Investment Company Limited (PBICL) shall not be released without its replacement with new equity injection, hence this Right Issue.

j)

Minimum level of

subscription'(MLS)

None





  1. PRINCIPAL PURPOSE OF THE ISSUE AND FUNDING ARRANGEMENTS

    The primary objectives for raising total proceeds of Rs. 150,144,194/- through the issuance of Right Modaraba Certificates are:

    1. Regulatory Compliance: To fulfill the mandatory initial regulatory condition set by the Securities and Exchange Commission of Pakistan (SECP) requiring the replacement of the existing Rs. 150 million Shareholder Loan with fresh equity (SECP letter No: SC/M/RS/AMML/46/2024/36 dated September 19, 2024).
    2. Financial Restructuring and De-Leveraging: To extinguish the short-term liability, correct the Modaraba's balance sheet, and convert the associated financial commitment into permanent, stable equity.
    3. Operational Enhancement: To ensure the continuity of working capital dedicated to fleet assets and technology upgrades, thereby enabling WMM to secure high-value, long-term leasing contracts and realize its core strategy in the mobility and logistics sector.
      1. Quantification of Funds to be raised

        This table details the total funds of Rs. 150.14 million expected to be raised through the issuance of 31,325,724 Right Modaraba Certificates at differential discounted prices, as approved by the Certificate Holders on October 28, 2025.

        Certificate Holder Category

        Issue Price (Rs. per Cert.)

        Discount to Par Value (Rs. 10/−)

        Public Certificate Holders

        Rs. 4.74

        52.6%

        Modaraba Company (Sponsor)

        Rs. 5.27

        47.3%

      2. Specific Use of Proceeds (Rs. 150,144,194)

        The entire proceeds are allocated to two key areas, with the overwhelming majority dedicated to the regulatory requirement. The proceeds from this Right Issue will be entirely utilized to replace the total liability of approximately Rs. 150 million, covering the newly injected shareholder loan and the extended PBICL balance. This action will fully satisfy the regulatory condition by converting the short-term financing into permanent equity and substantially strengthening the balance sheet as shown below;

        S.

        No.

        Particulars of Utilization

        Amount (Rs.)

        Rationale / Strategic Objective

        I.

        Debt Repayment and Regulatory Compliance

        150

        million

        Fulfillment of SECP Condition and Loan repayment: The proceeds from this Right Issue will be entirely utilized to replace the total liability of approximately Rs. 150 million, covering the newly injected shareholder loan and the extended PBICL balance. This action will fully satisfy the regulatory condition by converting the short-term financing into permanent equity and substantially strengthening the balance sheet.



      3. Financial and Economic Benefits

    The utilization of proceeds as outlined will yield the following immediate benefits to WMM and its Certificate Holders:

    1. Cost Savings & Enhanced Profitability: The elimination of the Rs. 150 million interest-bearing loan will result in significant annual cost savings. The mark-up expense saved for the year ended June 30, 2025, amounted to Rs. 25,621,505. This saving will directly improve the Modaraba's profitability and hasten the timeline for future profit distribution.
    2. Balance Sheet De-Risking: The fresh capital injection will help in reducing the significant accumulated deficit (Reserves: Rs. 544,567,083 as of June 30, 2025), accelerating the path toward distributable profits and stabilizing the Modaraba's financial footing.
    3. Working Capital Continuity & Enhanced Operational Capacity: The conversion to permanent equity provides the necessary stability to pursue new high-value, long-term leasing contracts, thus realizing WMM's core strategy in the mobility and logistics sector.
  2. FINANCIAL EFFECTS ARISING FROM RIGHT ISSUE

    Measurement Unit

    Pre-Issue

    Post Issue

    Increase/

    (decrease) in%

    Authorized Capital

    No. of Certificates

    200,000,000

    200,000,000

    -

    Paid-up-Capital

    No. of Certificates

    129,391,676

    160,717,400

    24.21

    Breakup value (June 30, 2025)

    Rupees

    5.79

    4.66

    (19.49)

    Gearing Ratio

    %

    20.04

    -

    (100.00)



  3. TOTAL EXPENSES TO THE ISSUE

    Underwriting Commission

    1.00%

    Underwriter Take-up Commission

    1.50%

    Bankers Commission

    0.3% plus Rs 25,000 as out of pocket

    expenses

    CDC-Fresh Issue Fee

    PKR 45,200

    PSX Fee (0.2% of increase in paid-up capital)

    PKR 62,700

    SECP Supervisory Fee (10% of fees paid to PSX)

    PKR 6,270

    Auditor Fee for Auditor Certificates

    PKR 300,000

    Stamp duty on issuance of additional Certificates of Modaraba

    Up to PKR 926,475

    Other Expenses (including printing costs, lawyers

    and consultations fees)

    PKR 3.50 Million

  4. DETAILS OF UNDERWRITERS

    Name of Underwriter

    Amount Underwritten in PKR

    Any relationship with Issuer

    Arif Habib Limited

    PKR 133.64 Million

    NIL

  5. COMMITMENTS FROM SUBSTANTIAL SHAREHOLDERS/ SHAREHOLDER /DIRECTORS OF THE MANAGEMENT COMPANY
    1. Full Underwriting: The balance of the Right Issue (excluding the portion to be subscribed by the Sponsors/Management Company) shall be fully underwritten by an underwriter or licensed by the Commission to undertake the underwriting of securities.
    2. Independence of Underwriters: We further confirm that the appointed underwriter is not associated company nor associated undertaking of Wasl Modaraba Management Limited or Wasl Mobility Modaraba, in compliance with Regulation 3(1) (VI) of the Modaraba Regulations.
    3. Firm Commitment: The underwriting agreement shall ensure that the required capital (intended for the replacement of the Rs. 150 million shareholder loan and asset expansion) is fully realized.
  6. FRACTIONAL SHARES

    All fractional entitlements, if any, will be consolidated. The unpaid letters of right in respect thereof shall be sold on the Pakistan Stock Exchange Limited. The net proceeds from this sale, once realized, be distributed to certificate-holders proportion to their respective entitlements. However, if the amount is less than PKR 100, and the certificate-holder has not provided valid bank mandates, the amount may be donated to a recognized charity with the approval of the certificate-holders.



  7. IMPORTANT DATES

Wasl Mobility Modaraba

Tentative Schedule for Issuance of Letter of Rights Book Closure: From 24/02/2026 to 24/02/2026-Tuesday

S.No

Procedure

Day

Date

a)

Date of credit of unpaid Rights into CDC in Book

Entry Form

Wednesday

25thFebruary, 2026

b)

Dispatch of Letter of Right (LOR) to physical shareholders

Monday

02ndMarch, 2026

c)

Intimation to PSX Dispatch/Credit of Letter of Right (LOR) to physical shareholders

Monday

02ndMarch, 2026

d)

Commencement of trading of unpaid Rights on the Pakistan Stock Exchange Limited

Thursday

26thFebruary, 2026

e)

Last date for splitting and deposit of Requests into CDS

Wednesday

04thMarch, 2026

f)

Last date of trading of Rights Letter

Thursday

12thMarch, 2026

g)

Last date for acceptance and payment of Certificates in CDC and physical form (Last

payment date)

Thursday

26thMarch, 2026

h)

Allotment of certificates and credit of book entry of Certificates into CDC

Thursday

09thApril, 2026

i)

Date of Dispatch of physical shares certificates

Thursday

09thApril, 2026



  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 "Wasl Mobility Modaraba, - Right Certificates Subscription Account" through any of the authorized branches of Dubai Islamic bank on or before 26thMarch, 2026, along with the Right Subscription Request duly filled in and signed by the subscriber(s).

    2. Right Subscription Request can be downloaded from the Company's website https://wasl.com.pk/

    3. In case of Non-Resident Pakistani / Foreign shareholder, the demand draft of equivalent amount in Pak Rupees should be sent to the Company Secretary, Wasl Modaraba Management Company at the Head Office of the Issuer along with Right Subscription Request (both copies) duly filled 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 Right Subscription Request is deposited. Cheque is subject to realization.

    5. The Bankers to the Issue will not accept Right Subscription Request delivered by post which may reach after the closure of business on 26thMarch, 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 to the Issue on or before 26thMarch, 2026

      shall be treated as acceptance of the Right offer.

    7. After payment has been received by the Modaraba's Banker to the Issue, the Right Securities will be credited into respective CDS Accounts within 14 business days from the last payment date. Paid Right Subscription Request will not be tradable or transferred.

    8. Online Payment option for Investor Account Services (IAS) Account Holders / Sub Account Holders: CDC has introduced online payment facility through 1link for Rights Subscription. The investor account holders can now make online payment for their respective rights subscribed against 1Bill payment ID printed on the top right of the subscription request (generated by CDS) through all the available online banking channels of 1Link's member banks (such as internet banking, Automated Teller Machine (ATM), and Mobile banking).


  2. PROFILES OF THE BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY AND SPONSORS
    1. PROFILE OF THE BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY

BOARD OF DIRECTORS

DESIGNATION

LAST DATE OF APPOINTMENT

Mr. Faraz Akhtar Zaidi

Chairman

December 12, 2024

Mr. Nazir Ahmed Shaheen

Independent Director

April 18, 2024

Mr. Shafiq Ur Rahman

Non-Executive Director

January 17, 2025

Ms. Azra Yaqub Vawda

Independent Director

January 17, 2025

Ms. Myra Husain Qureshi

Non-Executive Director

December 17, 2024

Mr. Saif Tariq

Chief Executive Officer

December 21, 2024

PROFILE OF DIRECTORS Mr. Faraz Akhtar Zaidi

Chairman

Mr. Faraz was appointed as Chairman of Wasl Modaraba Management Limited (Formerly Awwal Modaraba Management Limited) on February 07, 2025. Mr. Zaidi began his career with Credit Suisse in New York in their Restructuring and Distressed Finance Group. He then worked with Polygon Investment Partners, a US$15BN global alternative credit hedge fund, where he focused on principal investments in high yield and distressed assets across North America, Europe and Middle East / North Africa. Faraz then worked with Standard Chartered Principal Finance in Dubai, where he focused on distressed investments in MENA and Pakistan. Mr. Zaidi graduated from Rhodes College with a BA and received an MBA from the Darden School of Business, University of Virginia. Mr. Zaidi is currently a non-executive director at Hi-Tech Lubricants. Mr. Zaidi is also holding position of Chief Executive of WASL Investment Finance Limited.

Mr. Saif Tariq Chief Executive Officer

Mr. Saif Tariq was appointed as Chief Executive Officer of Awwal Modaraba Management Limited on November 20, 2024. Mr. Tariq began his career in the Mergers & Acquisitions Department of Citigroup where he executed over US$2BN in corporate transactions in the financial services sector and advised distressed companies following the 2007 crisis on restructuring alternatives. He then worked at Citadel Investment Group, a US$27BN global multi-strategy hedge fund, focusing on financial services. Mr. Tariq eventually led the Global Emerging Market Equities strategy at Pine River Capital Management, a US$15BN global multi-strategy hedge fund. In his time at Pine River, he also helped manage Pine River's equity and debt investments in financial services and energy assets. Mr. Tariq graduated from The Wharton School at the University of Pennsylvania, USA with a degree in finance.

Mr. Nazir Ahmad Shaheen I ndependent Director

Mr. Nazir Ahmed Shaheen has over 40 years of work experience. He served as Executive Director, Registrar of Companies, Additional Registrar and Joint Registrar, Deputy Registrar in the Securities and Exchange Commission of Pakistan / Corporate Law Authority. Mr. Nazir is currently working as



Chief Executive Officer, Nazir Shaheen and Associates, Corporate Advisors and Management Consultants since 2014. Mr. Nazir holds a Master's degree in Economics, he is fellow member of Institute of Cost & Management Accountants of Pakistan & Pakistan Institute of Public Finance Accountants. He is also Member of Islamabad Bar Council.

Mr. Shafiq Ur Rehman Non-Executive Director

Mr. Shafiq ur Rehman has over 35 years of experience in Industry, Banking, Education and Energy sectors at Management/Board level and in Advisory/consulting. Mr. Shafiq is listed in the approved panel on the Experts for Provisional Manager and Official Liquidator with SECP, Insolvency Experts under the Corporate Rehabilitation Regulations 2019 with SECP. He is Certified Independent Director from ICAP, Former member of Punjab Vocational Training council. Mr. Shafiq is Bachelor's in commerce (Honors) from the University of Peshawar, Fellow Chartered Accountant (FCA) and Corporate Secretary from the Institute of Corporate Secretaries of Pakistan. Non-Executive independent Director of Hi-Tech Lubricants Ltd. ,Independent Director at Nagina Cotton Mills Ltd, Independent Director at WASL Investment Finance Ltd. (Associated company of HTL) , CEO of Chenab Energy (Pvt.) Ltd. (hydroelectric project) ,Managing Partner of JSSR Consulting Pakistan (Financial, Corporate, Capital Market and Management Consultants).

Ms. Azra Yaqub Vawda Independent Director

Ms. Azra holds a BSc. Honors with distinction from University College London where she did her undergraduate studies in Architecture, Planning, Building and Environmental Studies. She also holds a MSc. in Computational Finance from Oregon Health and Science University, Portland, Oregon, USA. She has 25+ years diversified experience in Risk Management, Finance, Impact design, implementation & capacity building. Specializing in Policies, Procedures, internal Controls & Regulations in Financial Management. Since 2000 she has ventured into the Banking sector and spear headed key positions in various banks in Pakistan including the national implementation of Basel II at the State Bank of Pakistan, Advisor IFC SME Ventures South Asia on conducting feasibility studies. Ms. Azra is currently working as a management consultant engaging in various sectors of the economy on business development, innovation, financial inclusion, capacity building, fiduciary due diligence and risk management. Ms. Azra is a Certified Director and completed Women Directors' Training Program-CEE IBA, Karachi.

Ms. Myra Husain Qureshi Non-Executive Director

Ms. Myra is an organized, high-performing and creative entrepreneur with over 19 years of experience. She is the co-founder, owner and CEO of Connatural Beauty Pvt Ltd, Connatural, an award-winning women-led and women empowering beauty product manufacturer and retailer has revolutionized the natural hair and skincare market in Pakistan. Myra was a Senior Manager in Deloitte's Capital Markets consultancy practice from 2007 to 2014. She is BS from School of Economics and Political Science, London, UK, she has done her MBA from McDonough School of Business, Georgetown University, USA. Ms.Myra has completed her FSA Certifications in Financial Regulations, Securities & Derivatives from Financial Services Authority, London, UK.



3.2 DIRECTORS DIRECTORSHIP IN OTHER COMPANIES

S. NO

Name

Designation

Directorship in other companies

1

Mr. Faraz Akhtar Zaidi

Chairman/Non-Executive Director

  1. Hi-Tech Lubricants Limited

  2. Wasl Investment Finance Limited

2

Mr. Nazir Ahmad Shaheen

Independent Director

1-Chief Executive Officer, Nazir Shaheen and Associates

3

Mr. Shafiq Ur Rehman

Non- Executive Director

  1. Nagina Cotton Mills Limited

  2. Hi-Tech Lubricants Limited

  3. Wasl Investment Finance Limited

4

Ms. Azra Yaqub Vawda

Independent Director

  1. Idress Textile Mills

  2. Indus Dyeing & Manufacturing Company Limited, 3-Sunrays Textile Mills

5

Ms. Myra Husain Qureshi

Non- Executive Director

  1. CEO Connatural Beauty Pvt Ltd

6

Mr. Saif Tariq

Chief Executive Officer

Nil

  1. DETAILS OF THE ISSUER
    1. FINANCIAL HIGHLIGHTS OF THE ISSUER FOR THE LAST THREE YEARS

      FY2025

      FY2024

      FY2023

      Amounts in PKR Million

      Name of the Statutory Auditor

      BDO Ebrahim & Co. Chartered Accountants

      Paid-up Capital

      1293.916

      1293.916

      1293.916

      Statutory Reserve

      157.982

      157.982

      157.982

      Reserve arising out of merger

      (208.031)

      (208.031)

      (208.031)

      Certificate Holders Equity

      749.349

      757.854

      734.975

      Nos.of Modaraba Certificates

      129.391

      129.391

      129.391

      Current liabilities

      266.862

      247.822

      253.589

      Non-current Assets

      626.733

      509.309

      642.348

      Current Assets

      472.286

      512.151

      365.822

      Profit / (Loss) before Taxation

      39.059

      71.261

      96.29

      Taxation

      (8.745)

      (9.565)

      2.255

      Earning / (Loss) per Certificate (Rs)

      0.23

      0.48

      0.76

    2. FINANCIAL HIGHLIGHTS OF PRECEDING ONE YEAR OF CONSOLIDATED FINANCIAL STATEMENTS (IF ANY)

      Not Applicable/



    3. DETAILS OF ISSUE OF CAPITAL IN PREVIOUS FIVE YEARS-NIL

      Right Issue

      FY2025

      FY2024

      FY2023

      FY2022

      FY2021

      Percentage

      -

      -

      -

      -

      -

      Number of Certificate

      -

      -

      -

      -

      -

      Amount Raised

      -

      NIL

      -

      -

      -

      Unsubscribed portion

      -

      -

      -

      -

      -

      Unsubscribed portion allotted by

      BoD

      -

      -

      -

      -

      -

      Unsubscribed portion taken up by

      the Underwriter

      -

      -

      -

      -

      -

      Proceed utilization breakup

      -

      -

      -

      -

      -

    4. AVERAGE MARKET PRICE OF THE CERTIFICATE OF THE ISSUER DURING THE LAST THREE MONTHS PRIOR TO ANNOUNCEMENT RIGHT ISSUE

      Average market price of the certificate of Wasl Mobility Modaraba from July 01, 2025 -September 28, 2025) is PKR 5.27 per certificate.

    5. CERTIFICATE CAPITAL AND RELATED MATTERS
Pattern of Certificate holding of the Issuer: As At June 30, 2025

NUMBER OF

CERTIFICATES

FROM

CERTIFICATES HOLDING

TO

TOTAL CERTIFICATE

HOLDING

4775

1 -

100

233,410

4042

101

-

500

902,069

3363

501

-

1000

2,547,052

2605

1001

-

5000

5,741,378

511

5001

-

10000

3,884,292

221

10001

-

15000

2,717,527

243

15001

-

30000

5,244,472

176

30001

-

60000

7,989,530

96

60001

-

100000

7,948,725

79

100001

-

200000

12,689,757

11

200001

-

250000

2,450,183

13

250001

-

300000

3,994,326

12

300001

-

400000

3,451,114

7

400001

-

500000

3,322,146

5

500001

-

600000

2,779,817

6

600001

-

700000

3,894,603

4

700001

-

900000

3,151,571

1

900001

-

1000000

1,000,000

4

1000001

-

1500000

4,734,631

2

1500001

-

2500000

3,778,030

1

2500001

-

3500000

2,958,972

2

3500001

-

4500000

8,540,500

1

10520001

-

10525000

10,521,205

1

11975001

-

11980000

11,977,199

1

12935001

-

12940000

12,939,167

16182

Total

129,391,676

S/R

NO.

CATAGORIES OF

CERTIFICATE HOLDERS

NUMBER OF CERTIFICATES

HOLDERS

TOTAL

CERTIFICATES

PERCENTAGE %

1

INDIVIDUALS

16,086

97,380,203

75.26%

2

MODARBA MANAGEMENT

COMPANY ( Related Party)

1

12,939,167

10.00%

3

INVESTMENT COMPANIES

1

984

0.00%

4

INSURANCE COMPANIES

4

2,289,233

1.77%

5

JOINT STOCK COMPANIES

45

16,154,563

12.49%

6

FINANCIAL INSTITUTIONS

39

218,225

0.17%

7

CHARITABLE TRUSTS

1

23,000

0.02%

8

MUTUAL FUND

1

241,555

0.19%

9

OTHERS

4

144,746

0.11%

TOTAL 16,182

129,391,676

100.00%



Certificate Holding 5 % & above

S/No

Name of Certificate Holders

Number of

Certificates Held

% Held

1

Ms. Pashtoon

16,469,322

12.73%

2

Wasl Modaraba Management Limited

(Formerly AWWAL Modaraba Management Limited)

12,939,167

10.00%

3

Prudential Capital Management Limited

10,521,205

8.13%

  1. RISK FACTORS
    1. RISK ASSOCIATED WITH THE RIGHT ISSUEE Under subscription Risk

      The Right Issue of the Modaraba is being conducted at a discount to the prevailing market price of the Modaraba Certificates. Consequently, the investment risk associated with this issue for certificate holders is considered minimal. The Substantial Shareholders and Directors of the Modaraba Management Company have provided irrevocable commitments to fully subscribe to (or arrange the subscription of) their respective entitlements. The balance portion of the Right Issue will be fully underwritten in accordance with applicable regulatory requirements, ensuring the complete success of the capital raising.



    2. RISK ASSOCIATED WITH ISSUER

Internal Risk Factors

Modaraba Business Risk

The performance of Modarabas is heavily influenced by the broader economic environment, including inflation, exchange rates, and political instability. Economic downturns can lead to increased non-performing loans and suppressed growth, impacting overall performance. Effective risk management frameworks, including robust internal controls, sound governance, and portfolio diversification, are crucial for mitigating these risks and ensuring the sustainability of a Modaraba business

Credit Risk

Credit risk is the risk that arises with the possibility that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. The Modaraba attempts to control credit risk by monitoring credit exposures by undertaking transactions with a large number of counterparties in various sectors and by continually assessing the credit worthiness of counterparties.

Credit risk can impact a Modaraba's operations and performance by increasing the likelihood of defaults on receivables or investments. If counterparties fail to meet their obligations, the company may face financial losses, reduced liquidity, and impaired profitability.

Liquidity Risk

Liquidity risk is the risk that the Modaraba will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of adequate funds through committed credit facilities. The Company finances its operations through equity, borrowings and working capital with a view to maintaining an appropriate mix between various sources of finance to minimize risk. The management follows an effective cash management program to mitigate the liquidity risk.

External Risk Factors Market Risk

Market risk means that the fair value or future cash flows of a financial instrument will fluctuate because

of changes in market prices. The objective is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The market risks associated with the Modaraba's business activities are interest / mark-up rate risk, price risk and currency risk. Market risk can affect the company by causing losses due to fluctuations in the prices of equity and debt securities held by the company, which can impact investment returns and financial stability.

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