Bhanero Textile Mills : Material Information - Scheme of Arrangement JCM 10 of 2022

Bhanero Textile Mills Limited

BTM-SEC-167-2023

June 7, 2023

The General Manager

Pakistan Stock Exchange Limited,

Karachi.

Sir,

Material Information - Scheme of Arrangement Sanctioned by the Sindh High Court

In accordance with the provisions of section 96 and 131 of the Securities Act, 2015 and clause 5.6.1(a) of the PSX Rule Book we would like to inform that:

We have received the Court Order Number JCM No 10 of 2022 from Hon'ble Sindh High Court sanctioning the Scheme of Arrangement ("Scheme") between Bhanero Textile Mills Ltd ("Company") and Bhanero Energy Ltd Unit I ("BEL-I") under section 279 to 283 and 285 of the Companies Act, 2017 and includes inter alia:

1. The BEL- I Kotri Unit Undertaking (as defined in the Scheme) to stand demerged from the Bhanero Energy Ltd ("BEL").
2. The BEL-I Kotri Unit undertaking to stand transferred to and vest in the Company, against the allotment and issuance of 40,964 shares in the Company by the Company to the shareholders of BEL as described in the Scheme in proportion to their respective shareholding in BEL.
3. The cancellation of 5.99% of the shareholding of each shareholder of BEL (as described in the Scheme) and consequently reduction in the issued and paid-up share capital of BEL.

A separate notice will be issued for the book closure for issuance of shares under the Scheme along with the necessary regulatory compliance. The certified copy of Court Order is attached herewith.

You may please inform the TRE Certificate Holders of the Exchange accordingly.

Regards,

For Bhanero Textile Mills Limited

Director

1. The Executive Director/HOD, Offsite-II Department,

Supervision Division, Securities & Exchange Commission of Pakistan,

63, NIC Building, Jinnah Avenue, Blue Area, Islamabad.

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

Disclosure Form in Terms of Section 96 and 131 of the Securities Act 2015

Name and Address of Company	Bhanero Textile Mills Limited,
	Umer House, 23/1, Sector 23, S. M. Farooq Road,
	Korangi Industrial Area, Karachi
Date of Report	June 7, 2023
Contact Information	Mohammad Ahmed; Company Secretary
	Bhanero Textile Mills Limited
	Umer House, 23/1, Sector 23, S. M. Farooq Road,
	Korangi Industrial Area, Karachi.
	Telephone: [phone], Cell 0300-8441726
	Email: [e-mail]

Please mark the appropriate box below:

[*] Disclosure of the inside information by the listed company

Public disclosure of inside information, which directly concern the listed securities

The Court Order Number JCM No. 10 of 2022 from Hon'ble Sindh High Court sanctioning the Scheme of Arrangement ("Scheme") between Bhanero Textile Mills Ltd ("Company") and Bhanero Energy Ltd Unit I ("BEL-I") under section 279 to 283 and 285 of the Companies Act, 2017.

The certified copy of Court Order is attached herewith.

For Bhanero Textile Mills Limited

Mohammad Salim (Director)

Pursuant to the requirements of the Securities Act 2015, the company has duly caused this form/statement to be signed/ on its behalf by the undersigned hereunto duly authorized.

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

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