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Nadeem Textile Mills Limited Proxy Solicitation & Information Statement 2026

Mar 2, 2026

72242_rns_2026-03-02_e7c77b24-7bb5-4486-b88f-42bc2d1bae70.pdf

Proxy Solicitation & Information Statement

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ودجد بالأكاروبار محل كوالمحركة المناكبة بالواسط والمداولات بشروط بولذر بوسف مكانا توليس بنيا كالمجاوم لتنابذ έr

Nadeem NADEEM TEXTILE
MILLS LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the shareholders
of Nadeem Textile Milla Limited will be held on Tuesday, 24th March, 2026 at
4:00 p.m. at the registered office of the Company located at 801-804, 8* Flore,
Lakson Seyan: Boilding No.3, Block-A, Sarwar Shihred Road, Karachi te transac,
the following business:
To confirm the number of 1978 Stamph General Meeting held on 27th November, 2005.
2. To elect 09 (nine) Directors as fixed by the Board of Directors through a
results for passed in the Board of Drecturs meeting held on 9 1 February, 2026.
in accordance with the previsions of section 159(1) and 2(a) of the Companies
Act, 2017, Be a time of three years commencing lines March 54, 2008. The
following are the retiring Elirectors, who are also cligible for re-election:
1. Mr. Zahid Mazhar
2 Mr. Omer Bin Zahid
6. Mrs. Shafia Llassan
7. Mr. Noor Muhammad
3. Mr. Hassan Bur Zahid
4 Mis. Nata Zenic
5 Mis Anam Orier
8. Mr. Nadocza Alaucel
9 Mr. Wrigan Hassan Suldurm.
3. To gausact may other business with the permission of the Chair,
The statement childer 106(3) of the Companies Act, 2017 ("Act") perlanning to
the material facts is annexed with this notice.
Mareover, the statement under 166(3) along with the notice have also been
dispatched to the shareholders by post and placed on company website if
и и и делесилсон, рад
Karachi
Eated 9* February, 2026
(By order of the Board)
Abdul Amiu
(Company Societist)
пю
MIES:
1. The share transfer books of the Company will remain closed from March 16,
2026 to March 24, 2026 (both days meteries). Transfers received before the
closure of shares transfer broks (i.e. 14-03-2026) at the office of share
Registrat, Hameed Majeed Associates (Pvt.) 11d. Kamahi Chamber, Hastri.
Mohari Road, Kamahi at the close of business by 14-03-2026 will be reated
in time for the entidement to attend and vote in the Extraonlinary General Meeting.
2. A member entitled to attend and vote at the General Meeting is entitled to
appears mesher divinition as his/free proxy, to attend and vote instead of himi-
her. A proxy const he a member of the Company.
3. Every cancidate for election as a director, shall file with the Company not
izter than 14 (fourteen) days' before the date of Extra Ordinary General
Morting ("OEGM"), a notice of his intention to offer himself-herself for
election as a director along with the consent to serve as a Director in the
presenteed Form 23, a detailed profile along with his/her relevant declarations.
as required under the Code of Corporate Governance Regulations, 2019 to bis/
her appointment as an independent director or director of the Company.
4. As rewarded in the Companies Act, 2017, any person who seeks to consec-
election to the office of director shall, whether sekies is retering or otherwise, file-
write the Company a natice of bischer interface to offer hared the self-herself for the electron-
of directors at the registered office of the Company, not later than four-sen-
days before the date of meeting at which election of Directors is to take place.
5. The instrument appointing a proxy, in order to be valid must be received at the
Registeret Office of the Company at 801-804, "akson Square Building No.3.
Sarwan Shaheed Raad, Karadis en via email at [email protected]
[email protected]_pot_less_than_forty-eight (48) hours.hefore the time-
of holding the meeting.
6 Any individual Beneficial Owner of CDC, entitled to attend and vote at this
meeting, must bring his/her participant ID munker and convention's account.
maniter clang-with original Computerized National Identity Card (CNIC) or
passport at the time of attending the meeting to prove his her identity and in-
case of Proxy must enclose additionally an attested copy of his/her CNIC or
Passour). Representatives of corporate members should bring the neual-
documents required for such purpose. The necount? sub-necount holders of CDC-
will fluteer heve to follow the guidelines as laid down in Circular No. 1 of 2000.
dated January 26, 2000 issued by Securities and Exchange Commission of Pacistan.
7. The Members are requested to submit a copy of their Computerized National.
Identity Card (CNCC), if not provided and municipately notify changes, if any,
in their soldresses said bank details (IDAN) at the englicat to our Share Registran.
M/s Hacieed Majeed Associates (Pst.) Id., 49 Floor, Karachi Chambers,
Hasrat Moham Road, Kanachi
8. Under the provision of S.R.O.451(I)/2025 issued by SECP to be read in
continction with section 134 of the Companies Act 2017, for all business
classified as "Special Business", the voting by the members of fac listed
company shall only be through postal ballot and for the purpose of this there
shall be no voting by show of hands by members of the listed company who
attend the general meeting physically.
Further, the members who did not east their vote through electronic veting.
facility and by post prior to the date of the general moeting, shall be allowed.
to east his her vote on the day of the general meeting by way of ballot paper only.
9. E-Voting
() The procedure for e-voltag facility will be shored through easil with those
members of the company who have vided cell nombers/causil with asses
(Registered email (D) available in the register of members by the end of
14 * March. 2026. Thus, those members who injends to exercise their right.
to vote through E-Voting shall provide their valid cell numbers and small on
or before 14 e March, 2026 with the registrar of the company or email us st.
[email protected] or [email protected].
11)The with address, login details and scentify codes will be communicated for
members via email by Hameed Majeed Associates (being the e-voting
service previder).
m) Identity of the Members intending to use, vote through e-Voting shall be
authenticated through outhentication for email login.
rvill-Voting lines will start from March 16, 2026, 9:00 am and shall close on
March 18, 2026 at 5.00 pm. Members can cast their votes any time in this.
period. Once the vote on a resolution is casted by a Member, her she and I
not be allowed to change it subsequently.
19. Pestal Ballot
v) Members may alre ustively opt for voting through postal ballot and for their
convenience, Ballot Paper is annexed to this notice and the same is also be
downloaded Jreen the Concreny's website www.codever.com.pk
vitting members shall ensure that duly filled and signed ballot paper, clong-
with copy of Computerized National Identity Card (CNIC) should reach the
Chairman of the meeting through yest at 801-804, Laksee Sepace throbiting
No. 3, Black A, Sarwar Shaneed Road, Karachi (Artention of the Company,
Secretary/Cheirman) by Wednesday, March 18, 2026 before 5:00 p.m. The
signature on the ballot paper shall match with the signature on CNIC/record-
of ric Company. A postel ballot received after this time I date shall not be.
considered for voting.
11. The board of directors mader the clause 5 of SRO 254(1)/2018 have appointed
the share registrated the company Hameed Majeed Associates (Pvt.) 1ed.
to conduct the e-Voting services. They have their own sectord web portal-
xystem to perform the services adaptately as a smooth connect
12 The hourd of directors under the clouse 11 of SRO 254(1)/2018 hove
appointed Masser's Naveed Zafar Ashfaq Jaffery & Co., Chartered
Accountants, being cligable with satisfactory QCR reting from ICAP They
possess necessary knowledge and experience to independently surfaintee
and centual the voting services.
13 Under the provision of \$ R.O.452(I)/2025 resued by SECP the distribution.
of gifts, givenways or complimentary items are strictly probibited at the
general meeting.
STATEMENT UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017
IN RESPECT OF APPOINTMENT OF INDEPENDINT DIRECTORS.
The referencient depectors short be selected from a data book condensing monet.
addresses and qualifications of the persons who are eligible and willing to act as:
independent directors in terms of section 166(1) of the Companies Act, 2017.
Any pation recharge chigable mader suction 153 and most the criteria mader section
156(2) of the Companies Act, 2017 may submit nomination to be elected as
independent director. However, it is pertinent to mention have that independent
ducetor shall be elected in the tome manner as other directors are elected in
removed section 159 of the Companies Act, 2017. Final list of contesting directors.

settis of eaction 159 of the Companies Act, 2017. Final list of contesting direct as with be crosslated and listen seven cave before the date of the seal and mean an in term of acction 159(4) starther, website of the camp

NADEEM TEXTILE MILLS LIMITED

POSTAL BALLOT PAPER FOR ELECTION OF DIRECTORS

Postal Ballot Paper for voting through post for the Election of Directors at the Extra Ordinary General Meeting to be held on Tuesday, 24th March, 2026 at 04:00 p.m. at the Registered Office of the Company located at 801-804, Lakson Square Building No.3-A, Sarwar Shaheed Road, Karachi-74200.

Contact details of Chairman, where ballot paper may be sent:

Business Address: The Chairman, Nadeem Textile Mills Limited at 801-804, Lakson Square Building No.3-A, Sarwar Shaheed Road, Karachi-74200. Email Address: [email protected] OR [email protected]

Name of shareholder/joint shareholder(s):
Registered Address:
Folio / CDC Participant / Investor ID with sub-account No.
Number of shares held
CNIC / Passport No. (in case of foreigner) (copy to be attached)
Additional Information and enclosures (In case of representative
of body corporate, corporation and Federal Government)
Name of Authorized Signatory:
NIC / Passport No. (in case of foreigner) of Authorized
Signatory - (copy to be attached)

I/we hereby exercise my/our vote in respect of "Election of Directors" through postal ballot to elect nine (9) Directors of the Company as fixed by the Board of Directors in accordance with the provisions of Section 159(1) of the Companies Act, 2017 for the next term of three years commencing from March 24, 2026 for a term of three (03) years.

Sr
No
Name
of
directors
No.
of
ordinary
shares, used for
voting in favor
of the director
Number
of
votes
(number of voting
shares X number of
director to be elected)
1 Mr. Zahid Mazhar
2 Mrs. Naila Zahid
3 Mr. Omer Bin Zahid
4 Mrs. Anam Omer
5 Mr. Hassan Bin Zahid
6 Mrs. Shafia Hassan
7 Mr. Waqar Hassan Siddiqui
8 Mr. Noor Muhammad
9 Mr. Zafar Mumtaz Burney

Notes:

    1. Duly filled postal ballot should be sent to the Chairman of Nadeem Textile Mills Ltd at abovementioned postal or email address.
    1. Copy of CNIC/Passport (in case of foreigner) should be enclosed with the postal ballot form.
    1. Postal ballot forms should reach the Chairman of the meeting within business hours on or before 18th March, 2026. Any postal ballot received after this date, will not be considered for voting.
    1. Signature on postal ballot should match with signature on CNIC/Passport (in case of foreigner).
    1. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
    1. This postal Poll paper is also available for download from the website at https:www.nadeem.com.pk Shareholders may download the ballot paper from website or use the same ballot paper published in newspapers.

Signature of Shareholder(s) / Proxy Holder(s) / Authorized Signatory (In case of corporate entity, please affix company stamp)

Place: Dated: