Service Industries Textiles Limited — Proxy Solicitation & Information Statement 2025

Oct 3, 2025

SERVICE INDUSTRIES TEXTILES LIMITED NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 64th Annual General Meeting of shareholders of Service Industries Textiles Limited will be held on October 28, 2025 at 09:30 a.m. at Registered Office, 38-Empress Road, Lahore to transact the following business:

ORDINARY BUSINESS

• 1. To confirm the minutes of 63rd Annual General Meeting held on October 28, 2024
• 1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2025, together with the Directors' and Auditors' reports thereon and Chairman's Review Report.
• 1. To appoint statutory auditors of the Company for the year ended June 30, 2026 and to fix their remuneration. The present auditor M/s Crowe Hussain Chaudhury & Co, Chartered Accountants, retires and being eligible, offers themselves for re-appointment as auditors of the Company.
• 1. To elect seven (07) Directors of the Company as fixed by the Board of Directors, for a term of three years commencing from October 31, 2025 in accordance with the provisions of the Companies Act, 2017 in place of retiring Directors namely:
• 1. Mr. Aamer Hameed 2. Mr. Mohammad Hameed 3. Mr. Tariq Hameed 4. Mr. Murtaza Hameed 5. Mr. Omar Mohyud Din Malik 6. Mrs. Sadia Hamid 7. Mrs. Zainab Khan
• 1. To transact any other business with the permission of the Chair.

Statement under section 166(3) pertaining to Election of Directors being circulated to the members along with notice of the meeting.

By the Order of the Board
$\vee$ Mac $\omega$

October 03 2025 Lahore

BOOK CLOSURE:

The Members' Register will remain closed from October 22, 2025 to October 28, 2025 (both day inclusive).

NOTES:

• 1. Transfer received in order at the Registered Office by the close of business hours on October 21, 2025 will be treated in time.
• 1. A member eligible to attend and vote at this Meeting may appoint another member as his/her proxy to attend and vote instead of him/her.
• 1. The instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarial attested copy of the power of attorney must be received by the Company at the Registered Office not later than 48 hours before the time for holding the Meeting.
• 1. CDC account holders will further have to follow the under mentioned guidelines as laid down by Securities & Exchange Commission of Pakistan:

For Attending the Meeting:

• In case of individuals, the account holder or sub-account holder and whose registration details are i. uploaded as per the Regulations, shall authenticate his/her identity by showing his/her original Computerized National Identity Card (CNIC) or passport at the time of attending the meeting.
• In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen ii. signature of the nominee shall be produced (unless it has been provided earlier) at the time of meeting.

For Appointing Proxies:

• In case of individuals, the account holder or sub-account holder and whose registration details are i. uploaded as per the Regulations, shall submit the proxy form as per above requirement
• Attested copies of valid CNIC or the passport of beneficial owners and the proxy shall be furnished ii. with the proxy form.
• The proxy shall produce his/her original valid CNIC or original passport at the time of the meeting. ili.
• In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen iv. signature shall be produced (unless it has been provided earlier) at the time of meeting.

CONSENT FOR VIDEO CONFERENCE FACILITY

Members can also avail video conference facility. In this regard please fill the following and submit to registered address of the Company 7 days before the general meeting. If the Company receives consent from members holding in aggregate 10% or more shareholding residing at geographical location, to participate in the meeting through video conference at least 7 days prior to the date of meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city.

The Company will intimate members regarding venue of video conference facility at least 5 days before the date of general meeting along with complete information necessary to enable them to access such facility.

1/W e	οf
being a member of Service Industries Textiles Limited, holder of _____		Ordinary
shares per Register Folio / CDC account No.	hereby opt for video
conference facility at __________

Signature of Member

Virtual Participation in the AGM

Shareholders interested in attending the AGM virtually are hereby advised to get themselves registered with the Company by providing the following information through email at info@prime-service.com.:

• i. Name of Shareholder;
• CNIC No.; ii.
• iii. Folio No./ CDC Account No.;
• iv. Contact No.; and
• 1. Email Address

Online meeting link and login credentials will be shared with only those shareholders whose emails, containing all the required particulars, are received at the given email address by the end of business on Friday, October 24, 2025.

AVAILABILITY OF ANNUAL AUDITED FINANCIAL STATEMENT

In accordance with the provision of section 223 and 237 of the Companies Act, 2017, the audited financial statement of the Company for the year, which ended on June 30, 2025 are available on the Company's website: www.sitl.com.pk/financial-statements

Procedure for Postal Ballot and E-Voting

In accordance with the Companies (Postal Ballot) Regulations, 2018, if the number of persons who offer themselves to be elected is more than the number of directors fixed under Section 159 (1) of the Companies Act, 2017, members will be allowed to exercise their right to vote through postal ballot i.e. by post or evoting, in the manner and subject to the conditions contained in the aforesaid regulations.

In case the number of persons who have filed consent to contest election exceeds the number of directors to be elected in the AGM, the Company will publish the Ballot Paper and information laid down in the relevant sub-regulation in one English and one Urdu newspapers (in which AGM notice is being published) providing the detailed information as laid down in Annexure-I to the said regulations and also upload the Ballot Paper on its website not later than seven (07) days before the holding of AGM.

M/s Abdul Rehman & Co Chartered Accountant has been appointed as "Scrutinizer" in terms of Companies (Postal Ballot) Regulations 2018, for the purpose of voting at the meeting. The firm is also the statutory auditors of the Company and meets the QCR rating from ICAP. The Scrutinizer has the necessary knowledge and experience to independently scrutinize the voting process. Furthermore, M/s Corplink (Pvt) Limited, the Company's Shares Registrar, have been appointed as "e-voting service provider" as per requirement of the Regulations.

Prohibition of Gifts Distribution

In accordance with company policy and regulatory guidelines, no gifts or incentives shall be distributed at the Annual General Meeting.

Conversion of Physical Shares to Electronic

Those Shareholders having physical shareholding are encouraged to open a CDC Sub -Account with any Broker or Investor Account directly with CDC to place their physical shares into scrip less form

Change of Particulars

Members holding shares in physical form are requested to promptly notify Shares Registrar of the Company of any change in their addresses or other particulars.

Shareholders maintaining their shares in electronic form should have their address and particulars updated with their participant or CDC Investor Accounts Service

Statement under Section 134(3) of the Companies Act, 2017

This statement is annexed to the Notice of the Annual General Meeting of Service Industries Textiles Limited (the Company) to be held on POctober 28, 2025 at which said business is to be transacted. The purpose of this statement is to set forth the material facts concerning such Special Business.

Agenda Item (4) Concerning the Election of Directors:

This statement sets out the material facts pertaining to the election of directors to be elected at the Annual General Meeting of Service Industries Textiles Limited ("the Company") to be held on October 28, 2025.

• 1. The board of directors have fixed the number of directors to be elected as seven (07) for the term of three years commencing from October 31, 2025.
• 1. Any person/member whether majority shareholder or a minority shareholder, who seeks to contest the election to the office of director (the "Candidate"), whether he is a retiring director or otherwise, is requested to file with the Company at its registered office, not later than fourteen days before the date of the meeting at which elections are to be held, the following documents:
• a. Notice of his/her intention to offer himself/herself for election as director in terms of Section 159(3) of the Companies Act, 2017;

b. Consent to act as director under Section 167 of the Companies Act, 2017;

c. An attested copy of Computerized National Identity Card (CNIC)

• d. The Candidate should also confirm that:
• $\bullet$ He/she is not ineligible to become a director of the Company under Section 153 of the Companies Act, 2017;
• Neither he/she nor his/her spouse is engaged in the business of brokerage or is a sponsor director or officer of a corporate brokerage house;
• His/her name is borne in the register of national tax payers (except where he/she is a no-resident);
• He/she has not been convicted by a court of competent jurisdiction as defaulter in payment of any loan to a banking company, a development financial institution or a non-banking financial institution.
• He/she is not serving as a director in more than seven listed companies' simultaneously, provided that this limit shall not include the directorships in the listed subsidiaries of a listed holding company;
• He/she is aware of the duties and powers of Director under the Companies Act, 2017, the Securities Act, 2015, Memorandum and Articles of Association of the Company and all other applicable laws/rules/regulations/codes etc.
• Person contesting as independent Director shall also submit a declaration that he/she e. qualifies the criteria of independence notified under the Companies Act, 2017;
• f. A detailed profile of the Candidate including his office address (the same will be placed on Company's website as per requirements of SECP notification S.R.O. 634(1)/2014 dated 10th July, 2014).