Saif Power Limited — Proxy Solicitation & Information Statement 2026

Mar 25, 2026

S.no	Requirements		Informa�on
			Name of Director and CEO	**Shareholding **	Percentage
			Mr. Humayun Saifullah Khan	21,672,210	5.61
			Mr. Javed Saifullah Khan	17,338,207	4.49
			Mr. Osman Saifullah Khan	9,984,078	2.58
			Mr. Assad Saifullah Khan	9,333,520	2.42
			Mr. Asif Saifullah Khan	7,000,313	1.81
			Mr. Khalid Siddiq Tirmizy	1	0.00
			Miss. Saima Akbar Kha�ak	50	0.00
			Mr. Jehangir Saifullah	2,174,313	0.56
			Khan-CEO
			Mr. Assad Saifullah Khan Director of the Company is CEO
			of STML. Shareholding of the directors of the Company
			in STML is as follows:
			Name of Director	**Shareholding **	Percentage
			Mr. Javed Saifullah	1000	0.0038
			Khan
			Mr. Osman Saifullah Khan	3,500	0.0133
			Mr. Assad Saifullah Khan	500	0.0019
			Mr. Kahlid Siddiq Tirmizey	500	0.0019
			Mr. Asif Saifullah Khan	500	0.0019
(vi)	In case any investment in associated company or		Approval of renewal running fnance facility (RFF) of
	associated undertaking has already been made,		an aggregate amount of	up to PKR 1.5 billion was
	the performance review of such investment including complete informa�on/jus�fca�on for any impairment or write ofs.		granted to STML of April 15, 2024. Subsequently it was renewed for one year on April 15, 2025, against which an amount PKR 1,499 million appearing as outstanding balance.

Approval of PKR one billion long term loan was granted to STML in September 2023 against which an amount of PKR 999.981 million appeared as outstanding balance. On September 26, 2025, amount of long-term loan was enhanced by an amount of PKR 400 million to Rs. 1.4 billion and change terms & condi�ons for extending grace period for further 1.5 years without changing original maturity date of long-term Loan. Now an amount of PKR 1,399 million, aggregate of total outstanding balance is appearing against total long term loan principal amount. STML is commi�ed to paying loan installments and RFF along with accrued mark-up thereon. (vii) Any other important details necessary for the members to understand the transac�on. None (c) ADDITIONAL DISCLOSURE REGARDING LOAN (i) Category-wise amount of investment. Renewable running finance facility up to PKR 1.5 billion and long-term loan PKR 1.4 billion (Already made).

S.no	Requirements	Informa�on
(ii)	Average borrowing cost of the inves�ng company, the Karachi Inter Bank Ofered 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.	Average borrowing cost of the Company ranges for 1Month KIBOR plus spread ranges from 11.87% to 15.56% and 3 Month KIBOR plus spread ranges from 11.67% to 16.69%.
(iii)	Rate of interest, mark up, proft, fees or commission etc. to be charged by inves�ng company;	The Company will charge 0.1% over and above the average borrowing cost of the Company on outstanding balances or Karachi Inter Bank Ofered Rate (KIBOR) for the relevant period, whichever is higher.
(iv)	Par�culars of collateral or security to be obtained in rela�on to the proposed investment	No collateral is considered necessary since STML is an associated company of the Company.
(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.	Not applicable
(vi)	Repayment schedule and terms and condi�ons of loans or advances to be given to the associated company or associated undertaking.	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 such renewal.

Due Diligence Undertaking of Directors:

The Directors of the Company hereby cer�fy to the Members that the Directors have carried out the requisite due diligence of associated Companies/Subsidiaries for the investment men�oned in table. The recommenda�ons of the said due diligence report are duly signed under the authority of the Directors and will be made available for inspec�on by the members of the Company at the mee�ng.

To,

If undelivered please return to Registered Office:

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Saif Power Limited

• 1[st] Floor, Kashmir Commercial Complex, Block E, Fazal-ul-Haq Road, Blue Area, Islamabad.

NOTICE OF EXTRAORDINARY GENERAL MEETING

No�ce is hereby given that the Extra Ordinary General Mee�ng Notes:

(EOGM) of Shareholders of Saif Power Limited (“the Company”) will be i. Share Transfer Books of the Company shall remain

held on Wednesday, April 15, 2026, at 11:30 am at Kehakshan Hall 2 closed from April 09, 2026 to April 15, 2026 (both days

ground floor at the Islamabad Hotel, G-6 Civic Centre, Melody Chowk, inclusive). Transfers received at M/s. THK Associates

Islamabad. (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2,

ORDINARY BUSINESS: D.H.A., Phase VII, Karachi-75500. Pakistan, the Registrar 1. To confirm the minutes of the Extra Ordinary General and Share Transfer Agent of the Company, by the close Mee�ng held on September 26, 2025. of the business on April 08, 2026 will be treated in �me for the purpose of the above en�tlement.

SPECIAL BUSINESS:

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.

• limit extended to associated company namely Saif Tex�le Mills Limited for a further period of one year and to pass the following Special Resolu�on(s) with or without modifica�on(s):

• “RESOLVED, THAT the consent and approval be and is hereby authority shall be deposited at the office be received at accorded under Sec�on 199 of the Companies Act, 2017 the Company’s Registered Office not later than 48 and Companies (Investment in Associated Companies or hours before the �me of holding of the mee�ng.

• Associated Undertakings) Regula�ons, 2017 to Saif Power iii. CDC individual Account holders or Sub-account holders

• Limited (“the Company”) to renew the unsecured Running are required to bring with them their original CNIC /

• Finance Facility limit of up-to an aggregate amount of PKR Original Passport along with par�cipant’s ID number

• 1.5 billion extended to its associated company, Saif Tex�le Mills Limited, for a period of further one year on terms as and their Account number to facilitate iden�fica�on. In are noted in the statement of material facts under Sec�on case of corporate en�ty, resolu�on of the Board of Directors/Power of a�orney with specimen signature

• 134(3) annexed herewith and subject to the condi�on that of nominees shall be required to be produced (unless

• the limit in the nature of Running Finance Facility shall be provided earlier) at the �me of mee�ng.

• renewable by the members of the Company for a further period(s) of one year.” iv. Shareholders are requested to immediately no�fy their change in address, if any to share registrar.

  • 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 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.

• 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.”

• v. As per SECP’s SRO 452 dated March 17, 2025, no gi�s shall be distributed at the General Mee�ngs.

SPECIAL NOTES TO SHAREHOLDERS:

1. Consent for video conference facility:

• Shareholders can also avail video conference facility

• of the implementa�on of above resolu�on.” under the provision of Sec�on 134 of the Companies

• 1. To transact any other business with permission of the Chair. Act, 2017 to par�cipate in the EOGM. Shareholders A Statement of Material Facts as required by the Sec�on 134(3) must hold in aggregate 10% or more shareholding of the Companies Act, 2017 in respect of above said special residing in that city and consent of shareholders must businesses to be considered at the Extraordinary General reach at the registered address of the Company at least Mee�ng, is annexed with the No�ce of the Mee�ng. 07 days prior to the EOGM to par�cipate in the mee�ng through video conference facility.

BY ORDER OF THE BOARD

Islamabad March 25, 2026

Waseemullah

Company Secretary

Proxy Form

I/W of	e								beinga memberof SAIF POWER LIMITED and/or CDC . , hereby appoint or failing him of Signature on Rs. 50/-Revenue Stamp (Signature must agreewith the specimen signature registered with the company) Meeting of the Company to be heldon April 15, 2026
and Ord Part	holde inary s icipant	ro ha I.	f
			resas D.No.	per sh	are RegisterFolio N	o.		(Number of Shares)	and/or CDC . , hereby appoint or failing him of
							a	nd Sub Account No
							of
Sig Wi as We	ned this tnesses my pro dnesda	xy ya	to vo 11:3 t	te for m 0 am o	day of e and on my behalf r any adjournment the	a r	202 t the extra ordina eof.	6. ry Annual General
		re s Pas re s Pas	spor spor	: : : t No. : : : : t No. :
1) 2)	Signatu Name Addres CNIC/ Signatu Name Addres CNIC/

NOTES:

1. No Proxy shall be valid unless duly signed along with revenue stamp and in case of a company should be executed under its common seal under signed by its authorized person.

2. This instrument appointing a proxy, duly completed, must be received at the registered Office of the Company at first Floor, Kashmir Commercial Complex, Block E, Fazal-ul-Haq Road, Blue Area, not later than 48 hours before the time of holding the Annual General Meeting.

3. Attested copies of the CNIC or the passport of beneficial owners shall be furnished with the proxy form.

4. The proxy shall produce his original CNIC or original passport at the time of the Meeting.

5. In case of corporate entity, the Board's resolution / power of attorney with specimen signature of the nominee shall be furnished along with proxy form to the Company.

2. E-Vo�ng / Postal Ballot and Appointment of a Waseemullah | Company Secretary | 051-2271378-83 Scru�nizer: Pursuant to the ‘Companies (Postal Share Registrar, THK Associates (Pvt) Ltd Ballot) Regula�ons, 2018’ read with Sec�ons 143 and Plot No. 32-C, Jami Commercial Street 2, Plot No. 32-C 144 of the Companies Act, 2017, members are Jami Commercial Street 2, D.H.A Phase VII, Karachi en�tled to exercise their right to vote through Postal Tel: 021 111 000 322 Email: sfc@thk.com.pk Ballot, i.e. vo�ng by post or electronic mode in accordance with the requirements and procedure This Statement set out the material facts concerning the contained in the aforesaid Regula�ons. In special business to be transacted at the Extraordinary accordance with Regula�on No.11 of the General Mee�ng Regula�ons, the Board of Directors has appointed Investment (Loan) in Saif Tex�le Mills Limited, a listed M/s KPMG Taseer Hadi & co, Chartered Accountants, company, an associated company. Islamabad, a QCR rated audit firm, to act as the Saif Tex�le Mills Limited (STML) is a Public Limited Scru�nizer of the Company for the Special Business Company incorporated in Pakistan on December 24, to be transacted in the mee�ng and to undertake other responsibili�es as defined in Regula�on 1989, under the Companies Ordinance,1984 (now the Companies Act, 2017) and its shares are quoted on Companies Act, 2017) and its shares are quoted on No.11A of the Regula�ons.

Saif Tex�le Mills Limited (STML) is a Public Limited Scru�nizer of the Company for the Special Business Company incorporated in Pakistan on December 24, to be transacted in the mee�ng and to undertake other responsibili�es as defined in Regula�on 1989, under the Companies Ordinance,1984 (now the Companies Act, 2017) and its shares are quoted on Companies Act, 2017) and its shares are quoted on No.11A of the Regula�ons. Pakistan Stock Exchange. STML has made a formal 3. Par�cipa�on of Shareholders through Online Facility: request to Saif Power Limited (“the Company”), for The Company will also be providing the online pla�orm renewal of Running finance facility up to PKR. 1.5 billion / facility to par�cipate in the EOGM in the shape of for a period of one year. This ini�a�ve aims to fulfill webinar/webex/zoom a�er comple�ng all the STM's financial requirements for liquidity need, ensuring formali�es required for the verifica�on and sufficient cash flows as necessary. iden�fica�on of the shareholders. The login facility will In compliance of Regula�on 3(3) of Companies be opened at 11:15 a.m. on April 15, 2026, enabling the (Investment in Associated Companies or Associated par�cipants to join the proceedings which will start at Undertakings) Regula�ons, 2017 issued by SECP, the 11:30 a.m. sharp. For this purpose, the shareholders Directors of the Company have cer�fied that they have are requested to register themselves by providing the carried out necessary due diligence for the investment following informa�on through email at and has kept along with audited/unaudited accounts of info.spl@saifgroup.com at least 48 hours before the STML as required under Regula�ons. �me of EOGM: Name of member/proxy holders, CNIC, Folio Number/CDC account no, Cell no/WhatsApp no , The informa�on about the Material Facts covering the and Email address. above-men�oned special business, incompliance with Contact informa�on the relevant provisions of the Companies Act, 2017 and Companies (Investment in Associated Companies or For any query/problem/informa�on, the investors may Associated Undertakings) Regula�ons 2017, as per SRO contact the company/or share registrar at the following: 1240 (1)/2017 dated 06 December 2017 is as under: S.no Requirements 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 (“STML”) (ii) Basis of rela�onship Due to common directorship by the following: • Mr. Javed Saifullah Khan, Director • Mr. Osman Saifullah Khan, Director • Mr. Assad Saifullah Khan, Director • Mr. Asif Saifullah Khan, Director • Mr. Khalid Siddiq Tirmizey, Director

S.no	Requirements	Informa�on		S.no	Requirements	Informa�on	15 2026 11:30 2026
(iii)	Earnings/(loss) per share for the last three years	Year ended June 30, -------------------------------------------------- 2025 2024 2023 Rs. Rs. Rs. (14.70) 0.44 (42.93)		(iii)	Sources of funds to be u�lized for investment and where the investment is intended to be made using borrowed funds: • Jus�fca�on for investment through borrowings. • Details of collateral, guarantees provided and assets pledged for obtaining such funds and; • Cost beneft analysis	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 of the Company on outstanding balances or Karachi Inter Bank Ofered Rate (KIBOR) for the relevant period which is ever higher.
(iv)	Break-up value per share, based on latest audited fnancial statements	Rupees 141.87 for audited fnancial statements for the year ended June 30, 2025
(v)	Financial posi�on, including main items of statement of fnancial posi�on and proft and loss account on the basis of its latest fnancial statements.	Main Items of Balance Sheet: Main Items of Proft & Loss: Un-Audited Dec 31, 2025 Half Yearly Paid up Capital 264,129 Unappropriated Profts & Reserves 943,096 Surplus on revalua�on of property, plant and equipment 2,328,117 Current Liabili�es 8,151,220 Current Assets 6,782,958 Non-Current Liabili�es 2,753,871 Non-Current Assets 7,923,359 Amount Rs(‘000’) Un-audited Dec 31, 2024 Half Yearly Sales-net 4,909,015 Gross Proft 751,110 Proft before tax 88,294 Proft a�er tax 54,016 Amount Rs(‘000’)
				(iv)	Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment.	• The par�es agree to extend the repayment period of the running Finance Facility for a further period of one year. • Markup will be charged 0.1% over and above the average borrowing cost of the Company on outstanding balances or Karachi Inter Bank Ofered Rate (KIBOR) for the relevant period which is ever higher. Markup is payable on a quarterly basis.
				(iv)	Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment.	• The par�es agree to extend the repayment period of the running Finance Facility for a further period of one year. • Markup will be charged 0.1% over and above the average borrowing cost of the Company on outstanding balances or Karachi Inter Bank Ofered Rate (KIBOR) for the relevant period which is ever higher. Markup is payable on a quarterly basis.
(iv)	In case of investment in rela�on to a project of associated company or associated undertaking that has not commenced opera�ons.	Not Applicable
				(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.	The directors, Chief Execu�ve Ofcer and their rela�ves have no interest directly or indirectly in STML or transac�on under considera�on except in their capacity as being director, and shareholder of STML. STML holds 100 shares (0.00%) in the Company Following are the present shareholding of directors and CEO in the Company:
	(B) GENERAL DISCLOSURE
(i)	Maximum amount of investment to be made.	Already made in April 2024 only Renewal required.
(ii)	Purpose, benefts likely to accrue to the inves�ng company and its members from such investment and period of investment.	U�lized by STML for debt servicing and to meet its working capital requirement. Through an agreement, the Company lent money to STML at 0.1% above the average borrowing cost of the Company or Karachi Inter Bank Ofered Rate (KIBOR) for the relevant period which is ever higher.

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