Bhanero Textile Mills : Material Information - Scheme of Arrangement

Bhanero Textile Mills Limited

BTM-SEC-038-2022

June 10, 2022

The General Manager

Pakistan Stock Exchange Limited,

Karachi.

Sir,

Board Meeting

We would like to inform that the board of directors of the company in their meeting held at 11:00 am Friday, 10th June, 2022 approved the following:

a) Material Information

The board of directors in their meeting held on June 10, 2022 have passed the enclosed resolution to

approved the report (Annexure "A") under section 282(2) of the Companies Act, 2017 and Scheme of Arrangement dated 22nd April, 2002 (Annexure "B") with modifications, changes/amendments to

finalize the Scheme approved earlier by the Board on April 7, 2022 which does not materially affect the substance of draft Scheme previously approved by the board on April 7, 2022.

The Board has also decided to hold general meeting of the members to avail the consent of the members for the Scheme.

b) Share Transfer Book Closure

Share Transfer Books of the company will be closed from 8th July, 2022 to 14th July 2022 (both days inclusive).

c) Extra Ordinary General Meeting

The extra ordinary general meeting of the company will be held on 14th July, 2022 at 03:00 pm at the registered office of the company located at Umer House, 23/1, Sector 23, Korangi Industrial Area, S.M Farooq Road, Karachi.

Regards,

For Bhanero Textile Mills Limited

Director

Karachi Office :	Lahore Office :
Umer House. 23/1, Sector 23, S. M. Farooq Road,	9th Floor, City Towers, 6-K, Main Boulevard, Gulberg-II,
Korangi Industrial Area, Karachi - 74900	Lahore - 54660
Phones : (92-21)35115177-80 Fax : [phone] & 35115191	Phones: (92-42) 111 - 130 - 130, Fax: [phone]
E-mail :[e-mail] :www.umergroup.com	E-mail :[e-mail] :www.umergroup.com

Bhanero Textile Mills Limited

Extract of the Resolutions passed by the Board of Directors (the "Board") of Bhanero Textile Mills Limited (the "Company") at their meeting held on 10th June, 2022 at Umer House, 23/1, Sector 23, SM Farooq Road, KIA, Karachi.

Further to the approval granted by the Board at its meeting held on 7 April 2022 approving the scheme of arrangement pertaining to, inter alia, the reorganization / rearrangement between the Company and Bhanero Energy Limited ("BEL") in respect of the power generation facility of BEL having gross capacity of 3.726 MW located at E-2, S.I.T.E Kotri, Sindh, the meeting was convened to, inter alia, review and approve the report required to be adopted by the Board under section 282(2)(c) of the Companies Act, 2017.

Consequently, the following resolutions were passed by the Board:

RESOLVED THAT having reviewed a copy of the report (attached as Annexure A) (the "Report") proposed to be adopted under section 282(2)(c) of the Companies Act, 2017, the Board hereby adopts the Report for the purposes of circulation to the members of the Company as required by section 282(2) of the Companies Act, 2017.

FURTHER RESOLVED THAT the Board having reviewed the Scheme of Arrangement dated 22 April 2022 (attached as Annexure B) (the "Scheme") resolves that the changes, modifications and/or amendments made to finalize the Scheme, after the earlier draft of the Scheme was approved by the Board on 7 April 2022, do not materially affect the substance of the draft previously approved by the Board on 7 April 2022.

FURTHER RESOLVED THAT the Board hereby affirms all actions undertaken by the persons authorized by the Board in its meeting of 7 April 2022 in connection with the changes, modification and/or amendments made to finalize the Scheme (including signing thereof) and filing of the Scheme with the High Court of Sindh at Karachi.

FURTHER RESOLVED THAT the resolutions passed by the Board on 7 April 2022 continue to remain fully valid and binding and have not been revoked, amended or repealed.

_________________________

Mr. Mohammad Ahmed Company Secretary

Dated: 10th June, 2022

Karachi Office :	Lahore Office :
Umer House. 23/1, Sector 23, S. M. Farooq Road,	9th Floor, City Towers, 6-K, Main Boulevard, Gulberg-II,
Korangi Industrial Area, Karachi - 74900	Lahore - 54660,
Phones : (92-21)35115177-80 Fax : [phone]	Phones: (92-42) 111 - 130 - 130, Fax: [phone]
E-mail :[e-mail]	E-mail :[e-mail]
Website :www.umergroup.com	Website :www.umergroup.com

Bhanero Textile Mills Limited

Annexure "A"

REPORT UNDER SECTION 282(2)(C) OF THE COMPANIES ACT, 2017

In petition bearing J.C.M No. 10 of 2022, under sections 279 to 283 and 285(8) of the Companies Act, 2017, Bhanero Textile Mills Limited ("BTML") and Bhanero Energy Limited ("BEL") (collectively as the "Companies") have sought the sanction of the High Court of Sindh at Karachi (the "Court") in respect of Scheme of Arrangement dated 22 April 2022 between BEL and its members and BTML and its members (the "Scheme").

All capitalized terms used in this Statement have the meaning given to such term in the Scheme unless the context otherwise requires.

That the board of directors of the Companies have considered various options, ways, and means available to improve their businesses with the ultimate aim of maximizing shareholder returns. They have accordingly formulated the scheme which was approved by the respective boards of directors of the Companies on 7 April 2022 and thereafter finalized by the relevant authorized representative on 22 April 2022.

The directors of the Companies are interested in the Scheme to the extent of their common directorships and respective shareholdings in the respective Companies (to the extent applicable). The Companies each have only one class of members. The effect of the Scheme on the interests of directors/chief executive officer of the respective Companies does not differ from the effect on the like interest of other members of the Companies.

Pursuant to the Scheme, the BEL-Kotri Unit 1 Undertaking is being transferred to BTML at book value and in consideration thereof BTML shall issue shares to the shareholders of BEL on the basis of the break-up value of the existing issued and paid up shares of BTML which is significantly higher than the market value of the shares (at the time of approval of the Scheme by the board of directors of the companies). The share swap ration has been calculated, on the basis of the calculations set out by Mushtaq and Company, Chartered Accountants, in their letter dated 7 April 2021 as 0.27755 share in BTML to be issued for each 1 share in BEL.

There were no difficulties encountered in respect of the valuation of the Companies.

_________________________

Mr. Mohammad Ahmed Company Secretary

Dated: 10th June, 2022

Karachi Office :	Lahore Office :
Umer House. 23/1, Sector 23, S. M. Farooq Road,	9th Floor, City Towers, 6-K, Main Boulevard, Gulberg-II,
Korangi Industrial Area, Karachi - 74900	Lahore - 54660,
Phones : (92-21)35115177-80 Fax : [phone]	Phones: (92-42) 111 - 130 - 130, Fax: [phone]
E-mail :[e-mail]	E-mail :[e-mail]
Website :www.umergroup.com	Website :www.umergroup.com

Annexure "B"