Shadab Textile Mills Limited — Proxy Solicitation & Information Statement 2025

Oct 3, 2025

Manufacturer, Importer & Exporter

Registered Office: A-601/A, City Towers, 6-K, Main Boulevard, Gulberg-II, Lahore. Ph: (042) 35788714-16 Fax: (042) 35788718 E-mail: shadstm@brain.net.pk N.T.N.: 0657824-1

STM/PSX/25 October 03, 2025

The General Manager,

Pakistan Stock Exchange Limited, Stock Exchange Building, Stock Exchange Road, Karachi.

Subject: NOTICE OF ANNUAL GENERAL MEETING (Before Publication)

Dear Sir,

Please find enclosed a copy of the Notice of the Annual General Meeting to be held on October 28, 2025 for circulation amongst the TRE Certificate Holders of the Exchange.

Yours Sincerely, for SHADAB TEXTILE MILLS LIMITED

Company Secretar

Encl: $a/a$ .

Manufacturer, Importer & Exporter

Registered Office: A-601/A, City Towers, 6-K, Main Boulevard, Gulberg-II, Lahore. Ph: (042) 35788714-16 Fax: (042) 35788718 E-mail: shadstm@brain.net.pk N.T.N.: 0657824-1

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 46^th Annual General Meeting of the Shareholders of SHADAB TEXTILE MILLS LIMITED will be held on Tuesday, October 28, 2025 at 11.30 a.m. at the Registered Office of the Company at A-601/A, City Towers, 6-K Main Boulevard, Gulberg-II, Lahore to transact the following business:

ORDINARY BUSINESS

• 1. To receive, consider and adopt the Audited Accounts for the year ended June 30, 2025 together with Directors' and Auditors' Reports thereon.
• In accordance with section 223 of the Companies Act, 2017, and pursuant to S.R.O.389(1)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the website of the Company which can be accessed through the following weblink and QR enabled code:

Weblink: https://www.shadabtextile.com/pdf/Annual30-06-2025.pdf

• 1. To declare and approve the Final Cash Dividend at Rs. 1.25 per share i.e. 12.50 % for the year ended June 30, 2025 as recommended by the Board of Directors.
• 1. To appoint auditors for the year 2025-2026 and fix their remuneration.
• 1. To transact any other business with the permission of the Chair.

By order of the Board (Tariq Javaid) Company Secretary

LAHORE: September 26, 2025

NOTES:

1. Closure of Share Transfer Books: The Share Transfer Books of the Company will remain closed from October 22, 2025 to October 28, 2025 (both days inclusive). Transfers received at Corplink (Pvt) Limited, Wings Arcade, I-K, Commercial, Model Town, Lahore, the Registrar and Shares Transfer Office of the Company by the close of business on October 21, 2025 will be treated in time for the purpose of above entitlement to the transferees.

Contd., P2..

Manufacturer, Importer & Exporter

Registered Office: A-601/A, City Towers, 6-K, Main Boulevard, Gulberg-II, Lahore. Ph: (042) 35788714-16 Fax: (042) 35788718 E-mail: shadstm@brain.net.pk N.T.N.: 0657824-1

$: 2 :$

1. Participation in General Meeting: An individual beneficial owner of share must bring his/her original CNIC or Passport, Account and Participant's I.D numbers to prove his/her identity. A representative of corporate members must bring the Board of Directors' Resolution and / or Power of Attorney and the specimen signature of the nominee. CDC account holders will further have to follow the guidelines as laid down in Circular No. 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

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. Proxies in order to be effective must be received by the Company at the Registered Office not less than 48 hours before the time of holding the meeting. A proxy must be a member.

The shareholders interested to participate in the AGM through ZOOM are requested to get themselves registered by sending an email at least 48 hours prior to the date of meeting at tariq@shadabtextile.com by providing the following details:

Name	CNIC No.	Folio/CDC A/c No.	' Cell No.	Email Address

The shareholders who are registered after the necessary verification shall be provided a video link by the Company on the said email address. The login facility will remain open from start of the meeting till its proceedings are concluded. Members will be able to login and participate in the Annual General Meeting proceedings through their devices.

1. Deposit of Physical Shares into CDC Account: As per Section 72 of the Companies Act, 2017, every existing listed company will be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by Commission, within a period not exceeding four years from the commencement of the Act i.e., May 30, 2017.

The Shareholders having physical shareholding are encouraged to open CDC sub-accounts with any of the brokers or Investor Account directly with CDC to place their physical shares into scrip less form, this will facilitate them in many ways, including sale custody and sale of shares, any time they want, as the trading of physical shares is not permitted as per existing regulations of the Pakistan Stock Exchange.

1. Dividend Mandate (Mandatory): In accordance with the provisions of section 242 of the Companies Act and Companies (Distribution of Dividends), Regulations 2017, a listed company is required to pay cash dividend to the shareholders only through electronic mode directly into the bank account designated by the entitled shareholders.

All shareholders who have still not provided their IBAN are once again requested to provide the details of their bank mandate specifying (a) Title of Account (b) Account Number (c) IBAN Number (d) Name of Bank (e) Branch Name, code and address to the Company's Share Registrar. Those shareholders who hold shares with Participants / Central Depository

Contd.P/3..

Manufacturer, Importer & Exporter

Registered Office: A-601/A, City Towers, 6-K, Main Boulevard, Gulberg-II, Lahore, Ph: (042) 35788714-16 Fax: (042) 35788718 E-mail: shadstm@brain.net.pk N.T.N.: 0657824-1

$-3 -$

Company of Pakistan (CDC) are advised to provide bank mandate detail as mentioned above, to the concerned Participants/CDC. The Dividend Mandate Form is placed on Company's website www.shadabtextile.com.

• 1. Deduction of Income Tax under section 150 of the Income Tax Ordinance, 2001: The rates of deduction of income tax from dividend payments under Section150 of the Income Tax Ordinance, 2001 are prescribed as under:
• Persons appearing in Active Tax Payers List (ATL) 15%
• Persons not appearing in Active Tax Payers List (ATL) 30%

To enable the company to make tax deduction on the amount of cash dividend $@$ 15% instead of 30%, shareholders whose names are not entered into the Active Taxpayers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered in ATL before the first day of book closure, otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

The FBR has clarified that withholding tax will be determined separately on 'Filer/Non Filer' status of Principal shareholder as well as joint-holders(s) based on their shareholding proportions, in case of joint accounts. In this regard all shareholders, who hold shares jointly are requested to provide shareholding proportions of Principal shareholder and joint-holder(s) in respect of shares held by them to our Share Registrar, in the following format:

Folio No./CDS	Name of Principal		Shareholding CNIC/Passport	Signature
Account No.	Shareholder/Joint	Proportions	No. (Copy
	Holders		attached)

The required information must reach our Share Registrar by the close of business on October 21, 2025 otherwise it will be assumed that the shares are equally held by Principal Shareholder and joint holders.

Withholding tax exemption from dividend income, shall only be allowed if copy of valid tax exemption certificate is made available to our Share Registrar Office, M/s. Corplink (Pvt) Limited, Wings Arcade, I-K, Commercial, Model Town, Lahore, upto October 21, 2025.

1. Unclaimed Dividend/Shares: As per Section 244 of the Act any dividend and/or share certificate remained unclaimed or unpaid for a period of three years from the date these have become due and payable, the Company shall be liable to deposit those unclaimed/unpaid amounts with the Federal Government as per the directives to be issued by SECP from time to time.

Contd..P/4..

Manufacturer, Importer & Exporter

Registered Office: A-601/A, City Towers, 6-K, Main Boulevard, Gulberg-II, Lahore. Ph: (042) 35788714-16 Fax: (042) 35788718 E-mail: shadstm@brain.net.pk N.T.N.: 0657824-1

$: 4 :$

Shareholders, who by any reason, could not claim their dividend/shares, if any, are advised to contact our Share Registrar M/s. Corplink (Pvt) Limited, Wings Arcade, I-K, Commercial, Model Town, Lahore to enquire about their unclaimed dividend/shares.

1. Transmission of Annual Financial Statements: The SECP vide SRO 787(1)/2014 dated September 8, 2014 has provided an option to receive audited financial statements electronically through email, those shareholders who are interested in receiving the annual reports electronically in future are required to submit their e-mail address at Registered Office of the Company on a standard request form which is available on Company's website: www.shadabtextile.com.

Pursuant to Section 223(7) of the Companies Act, 2017, the audited financial statements of the Company for the year ended June 30, 2025 together with Chairman's Review Report, Directors' and Auditors' Report thereon have been made available on the Company's website: www.shadabtextile.com.

• 1. Submission of Copies of Valid CNICs: Shareholders are requested to submit copy of their valid CNIC mentioning company name & Folio Number at our Share Registrar's address for compliance of SECP SRO No. 831(1)/2012. In case of non-receipt of copy of valid CNIC, the company may be constrained to withhold payment of dividend,
• 1. Request of Video Conference Facility: Members can also avail Video Conference facility in (name of cities where facility can be provided keeping in view geographical dispersal of members). In this regard please fill the following and submit to the registered address of the company within ten (10) days before holding of general meeting.

I/We,	ΟĪ	being a
member of SHADAB TEXTILE MILLS LIMITED, holder of		Ordinary Shares as
per Registered Folio No./CDC A/C No.	hereby opt for Video conference Facility
at

Signature of members

• 1. Change of Address: Shareholders are requested to immediately notify the change of address, if any to Share Registrar of the Company.
• 1. Restriction on Distribution of Gifts to Members: The SECP, vide Circular No. 2 of 2018 dated February 9, 2018, and S.R.O. 452(I)/2025 dated March 17, 2025, has strictly prohibited companies from offering or distributing gifts, incentives, or any similar benefits (including but not limited to tokens, coupons, meals, or takeaway packages) to Members at or in connection with general meetings. In accordance with Section 185 of the Companies Act, 2017, any non-compliance with these directives constitutes a punishable offence, and companies found in violation may be subject to enforcement actions and penalties.