Saif Power : Notice of Extraordinary General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING

Noce is hereby given that the Extra Ordinary General Meeng (EOGM) of Shareholders of Saif Power Limited ("the Company") will be held on Monday, April 15, 2024, at 11:00 am at Kehakshan Hall 2 ground floor at the Islambad Hotel, G-6 Civic Centre, Melody Chowk, Islamabad.

ORDINARY BUSINESS:

1. To confirm the minutes of Extra Ordinary General Meeng held on October 31, 2023.

SPECIAL BUSINESS:

2. To consider and, if thought fit, pass with or without modificaon(s), the following special resoluons under secon 199 of the Companies Act, 2017 and the Companies (Investment in Associated Companies or Associated Undertakings) Regulaons, 2017 for providing unsecured Running finance facility of Rs. 1.5 billion to associated company namely Saif Texle Mills Limited for a period of one year. The purpose of approving running finance facility of PKR.1.5 billion is subject to terms and condions disclosed to the members in the statement under Secon 134(3) of the Companies Act, 2017.

"Resolved, that the consent and approval be and is hereby accorded under Secon 199 of the companies Act, 2017 and Companies (Investment in Associated Companies or Associated Undertakings) Regulaons, 2017 to provide the unsecured Running Finance Facility limit to Saif Texle Mills Limited , an associated company, PKR 1.5 billion for a period of one year on terms as are noted in the statement of material facts annexed herewith and subject to the condion that the limit in the nature of Running Finance Facility shall be renewable by the members for a further period(s) of one year."

"Further resolved that the Chief Execuve Officer or any director of the Company be and is hereby singly authorized to take and /or all acons to implement and give effect to the above resoluon and complete any or all necessary required corporate and legal formalies including signing and execuon of Agreement(s)/documents for the purpose of the implementaon of above resoluon."

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

A Statement of Material Facts as required by the Secon 134(3) of the Companies Act, 2017 is respect of above said special businesses to be considered at the Extraordinary General Meeng is annexed with the Noce of the Meeng.

BY ORDER OF THE BOARD
s/d
Islamabad	Waseemullah
March 25, 2024	Company Secretary
Notes:

• i. Share Transfer Books of the Company shall remain closed from April 09, 2024 to April 15, 2024 (both days inclusive). Transfers received at M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan, the Registrar and Share Transfer Agent of the Company, by the close of the business on April 08, 2024 will be treated in me for the purpose of the above entlement.

• ii. A shareholder entled to aend and vote at this EOGM is entled to appoint a person as a proxy to aend and vote for and on his/her behalf. The instrument appoinng a proxy and the power of aorney/Board Resoluon or other authority (if any) under which it is signed or a notarized cerfied copy of the power or authority shall be deposited at the office be received at the Company's Registered Office not later than 48 hours before the me of holding of the meeng.

• iii. CDC individual Account holders or Sub-account holders are required to bring with them their original CNIC / Original Passport along with parcipant's ID number and their Account number in order to facilitate idenficaon. In case of Corporate enty, resoluon of the Board of Directors/Power of aorney with specimen signature of nominees shall be required to be produced (unless provided earlier) at the me of meeng.

• iv. Shareholders are requested to immediately nofy their change in address, if any to share registrar.

SPECIAL NOTES TO SHAREHOLDERS:

1. Consent for video conference facility:

Shareholders can also avail video conference facility under the provision of Secon 134 of the Companies Act, 2017 to parcipate in the EOGM. Shareholders must hold in aggregate 10% or more shareholding residing in that city and consent of shareholders must reach at the registered address of the Company at least 07 days prior to the EOGM in order to parcipate in the meeng through video conference facility.

2. Parcipaon of Shareholders through Online Facility:

The Company will also be providing the online plaorm / facility to parcipate in the EOGM in the shape of webinar/ webex/zoom aſter compleng all the formalies required for the verificaon and idenficaon of the shareholders.

The login facility will be opened at 10:50 a.m. on April 15, 2024 enabling the parcipants to join the proceedings which will start at 11:00 a.m. sharp. For this purpose, shareholders are requested to register themselves by providing the following informaon through email at [e-mail] least 48 hours before the me of EOGM: Name of member/proxy holders, CNIC, Folio Number/CDC account no, Cell no/WhatsApp no , and Email address.

Contact informaon

For any query/problem/informaon, the investors may contact the company/or share registrar at the following:

Waseemullah	Share Registrar, THK Associates (Pvt) Ltd
Company Secretary	Plot No. 32-C, Jami Commercial Street 2,, Plot No. 32-C
051-2271378-83	Jami Commercial Street 2, D.H.A Phase VII, Karachi
Tel: [phone] Email:[e-mail]

This Statement set out the material facts concerning the special business to be transacted at the Extraordinary General Meeng

Investment (Loan) in Saif Texle Mills Limited, a listed company, an associated company.

Saif Texle Mills Limited (STM) is a Public Limited Company incorporated in Pakistan on December 24, 1989 under the Companies Ordinance,1984 (now the Companies Act, 2017) and its shares are quoted on Pakistan Stock Exchange. STM has made a formal request to the Company, seeking running financing facility of up to PKR. 1.5 billion for a period of one year. This iniave aims to fulfill STM's financial requirements for liquidity need, ensuring sufficient cash flows as necessary.

In compliance of Regulaon 3(3) of Companies (Investment in Associated Companies or Associated Undertakings)

Regulaons, 2017 issued by SECP, the Directors of the Company have cerfied that they have carried out necessary due diligence for the proposed investment and has kept along with audited/unaudited accounts of STM as required under regulaon.

S.noRequirements

Informaon

(a) Disclosure for all types of Investments

(A) DISCLOSURE REGARDING ASSOCIATED COMPANY

(i)

Name of associated company or associated undertaking

Saif Texle Mills Limited ("STM")

(ii)

Basis of relaonship

Due to common directorship and shared manage-ment role by the following:

• 1. Mr. Osman Saifullah Khan, director

• 2. Mrs. Hoor Yousafzai, director

• 3. Mr. Assad Saifullah Khan, director

• 4. Mr. Rashid Ibrahim, director

• 5. Mr. Sohail H. Hydari, CEO

(iii)Earnings/(loss) per share for the last three years

Year ended June 30, --------------------------------------------------

2023	2022	2021
Rs.	Rs.	Rs.
(42.93)	10.68	19.95

(iv)Break-up value per share, based on latest audited financial statements

Rupees 147.54 for the half year ended December 31, 2023.

(v)

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

Main Items of Balance Sheet:

Amount (Rs.)
Paid up Capital	264,128,800
Unappropriated Profits & Reserves	1,105,648,000
Surplus on revaluaon of property, plant and equipment	2,527,070,000
Sponsors' loan	600,000,000
Current Liabilies	7,676,822,000
Current Assets	5,201,849,000
Non-Current Liabilies	1,801,744,000
Non-Current Assets	8,173,564,000

Main Items of Profit & Loss:

Audited Dec 31, 2023

2nd Quarter

Audited Dec 31, 2023 2nd Quarter

Amount (Rs.)
Sales-net	6,374,738,000
Gross Profit	365,122,000
Loss before tax	(234,687,000)
Loss aſter tax	(248,338,000)

S.noRequirements

(vi)

In case of investment in relaon to a project of associated company or associated undertaking that has not commenced operaons.

(B )GENERAL DISCLOSURE

Informaon

Not Applicable

(i)Maximum amount of investment to be made.

(ii)

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

PKR. 1.5 billion by way of running finance facility.

The investment amount will be ulized by STM for debt servicing and to meet its working capital requirement.

Saif Power Limited ("the Company") will earn markup income from the associated company.

S.noRequirements

(iii)

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

• (I) Jusficaon borrowings;

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• (II) Detail of collateral, guarantees provided and assets pledged for obtaining such funds and;

• (III) Cost benefit analysis

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

(v)Direct or indirect interest of directors, sponsors, majority shareholders and their relaves, if any, in the associated company or associated undertaking or the transacon under consideraon.

Informaon

Profits funds available in Saif Power Limited as well as its un-ulized financing funds / lines.

Banks facilies are secured by way of mortgage charge on the fuel stocks inventory and energy payments receivables.

The Company will charge 0.1% over and above the average borrowing cost to STM on outstanding balances or Karachi Inter Bank Offered Rate (KIBOR) for the relevant period which ever higher.

Some terms are stated above, while other terms of the agreement shall be in accordance with those approved by the shareholders.

The directors, Chief Execuve and their relaves have no interest directly or indirectly, in STM or transacon under consideraon except in their capacity as being director, Chief Execuve and shareholder of STM.

STM holds 100 shares (0.00%) in the CompanyFollowing are the present shareholding of directors in the Company:

Name of Director	Shareholding	Percentage
Mrs. Hoor Yousafzai	314	0.00
Mr. Javed Saifullah Khan	21,678,207	5.61
Mr. Osman Saifullah Khan	11,408,182	2.95
Mr. Assad Saifullah Khan	11,333,520	2.93
Mr. Asif Saifullah Khan	7,000,313	1.81
Mr. Rashid Ibrahim	1	0.00
Miss. Saima Akbar Khaak	50	0.00

Out of above directors of the Company, four directors, Mrs. Hoor Yousafzai, Mr. Osman Saifullah Khan, Mr. Assad Saifullah Khan, and Mr. Rashid Ibrahim are also directors of the STM whereas Mr. Sohail H. Hydari is common CEO in both the Company and STM. He is also a director in STM.

Shareholding of the directors & CEO of the Company in STM is as follows:

Name of Director & CEO	Shareholding	Percentage
Mrs. Hoor Yousafzai	500	0.0019%
Mr. Javed Saifullah Khan	1000	0.0038%
Mr. Osman Saifullah Khan	3,500	0.0133%
Mr. Assad Saifullah Khan	500	0.0019%
Mr. Rashid Ibrahim	500	0.0019%
Mr. Asif Saifullah Khan	500	0.0019%
Mr. Sohail H. Hydari	500	0.0019%

(vi)In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete informaon/jusficaon for any impairment or write offs.

(vii)

Any other important details necessary for the members to understand the transacon.

None

(C) ADDITIONAL DISCLOSURE REGARDING LOAN

PKR one billion long term loan already granted to Saif Texle Mills Limited (STM) in September 2023 against which an amount PKR 850.981 million appearing as outstanding balance against the loan disbursement amount.

During the half-year ended on December 31, 2023, STM experienced a 15% turnover growth. Gross profit margin rose from 4% to 13%, driven by improved product margins. Despite challenges, the first half of the current fiscal year has shown a posive trend and an improvement over the losses incurred, leading to a reducon in loss before tax to Rs. 235 million from Rs. 612 million in the previous year's corresponding period.

There is no impairment or write-offs for this loan.

(i)

Category-wise amount of investment.

(ii)

Average borrowing cost of the invesng 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 facilies, as the case may be, for the relevant period.

(iii)

Rate of interest, mark up, profit, fees or commission etc. to be charged by invesng company;

(iv)Parculars of collateral or security to be obtained in relaon to the propose investment

(v)If the investment carries conversion feature i.e. it is converble into securies, this fact along with terms and condions including conversion formula, circumstances in which the conversion may take place and the me when the conversion may be exercisable.

(vi)Repayment schedule and terms and condions of loans or advances to be given to the associated company or associated undertaking.

Running finance facility PKR. 1.5 billion

Average borrowing cost of the Company ranges from 1Month KIBOR plus spread ranges from 0.6% to 0.75% and 3 Month KIBOR plus spread ranges from 0.6% to 1.0%

The Company will charge 0.1% over and above the average borrowing cost to investee/associated company on outstanding balances or Karachi Inter Bank Offered Rate (KIBOR) for the relevant period, which ever higher.

No collateral is considered necessary since STM is an associated company of the Company.

Not applicable.

The loan is unsecured and will be renewed every year by the mutual consent of the pares, provided shareholders of Saif Power Limited approve any renewal.

The directors of the Company undertake that they carried out necessary due diligence for the proposed loan/ investment in Saif Texles Mills Limited.