Karachi: Sapphire Fibres Limited (SFL) has announced an Extraordinary General Meeting (EOGM) to be held on December 8, 2025, at 2 PM at the Cotton Exchange Building in Karachi. The meeting is convened under the directive of the Honourable High Court of Sindh to consider a Scheme of Arrangement that proposes the amalgamation of Reliance Cotton Spinning Mills Limited with and into SFL.

According to the notice issued, the EOGM will discuss the proposed merger, which is aimed at maximizing shareholder returns by merging the entire undertaking of Reliance Cotton Spinning Mills Limited into Sapphire Fibres Limited. The dissolution of Reliance Cotton Spinning Mills Limited without winding up is a central aspect of the arrangement. The shareholders of Reliance Cotton Spinning Mills Limited will receive ordinary shares of Sapphire Fibres Limited in exchange, based on a swap ratio of 0.40 shares for every 1 share held.

The Honourable High Court of Sindh, through an order dated November 5, 2025, has mandated the convening of separate meetings for the approval of the scheme. The Scheme of Arrangement, along with the necessary documents and statements as required under the Companies Act, 2017, are accessible online and at the registered office of the company.

According to information available from the Pakistan Stock Exchange (PSX), Sapphire Fibres Limited is engaged in the manufacture and sale of yarn, fabrics, and garments. As of June 30, 2025, the company's total assets amounted to approximately 126.39 billion, while Reliance Cotton Spinning Mills Limited, primarily involved in yarn manufacturing and sale, reported total assets of about 27.25 billion.

The merger aims to benefit from a larger asset base and improved synergies, reducing administrative costs and enabling single corporate and tax reporting for the merged entity. The proposal also intends to enhance the risk absorption capacity of the combined company, contributing to greater operational stability.

A video conference facility via Zoom will be available for shareholders unable to attend in person, with registration required 48 hours prior to the meeting. Voting on the special business will be conducted through postal ballot or e-voting, commencing on December 5, 2025, and closing on December 7, 2025.

The proposed merger will only proceed upon obtaining requisite approvals from the shareholders, creditors, and the Hon'ble High Court. The meeting results will be reported back to the court by the appointed chairman, Mr. Abdul Sattar Arain.