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Inbox Business Technologies Limited

INBOX BUSINESS TECHNOLOGIES LIMITED PROSPECTUS

This Issue consists of 45,400,000 ordinary shares (39% of the post issued paid up capital of Inbox Business Technologies Limited) of face value of PKR 10 each.

The Issue is being made through the Book Building process at a Floor Price of PKR 30/‐ per share (including a premium of PKR 20/‐ per share). The bidders shall be allowed to place bids for one hundred percent (100%) of the issue size and the strike price shall be the price at which the hundred percent (100%) of the issue is subscribed. However, the successful bidders shall be allotted and issued only seventy‐five percent (75%)

of the issue size i.e. 34,050,000 and the remaining twenty five percent (25%) i.e. 11,350,000 shall be offered to the retail investors. (Justification of premium is given under “Valuation Section” in paragraph 2.1)

REGISTERATION OF ELIGIBLE INVESTORS: The registration of eligible investors will commence at 9:00 am on DD/MM/2017 and will close at

3:00 pm on DD/MM/2017 BIDDING PERIOD DATES: From DD/MM/2017 to DD/MM/2017

From: 9:00 am to 5:00 pm DATE OF PUBLIC SUBSCRIPTION: From DD/MM/2017 to DD/MM/2017 (both days inclusive)

From: 9:00 am to 5:00 pm

CONSULTANT TO THE ISSUE BOOK RUNNER

Bankers to the Book Building portion of the Issue: The Bank of Punjab & MCB Bank Limited

Bankers for the Retail portion of the Issue:

Askari Bank Limited Al Baraka Bank Limited Bank Alfalah Limited Bank Al Habib Limited Bank Islami Pakistan Limited

The Bank of Punjab Habib Bank Limited MCB Bank Limited NIB Bank Limited Summit Bank Limited*

United Bank Limited*

*In order to facilitate investors, United Bank Limited (“UBL”) & Summit Bank Limited (“SMBL”) are offering electronic submission of application (e‐IPO) to their account holders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk. Furthermore, please note that online applications can be submitted 24 hours a day during the subscription period which will close at midnight on DD/MM/2017.

BOOK BUILDING PORTION WILL BE UNDERWRITTEN BY

For investor education please visit www.jamapunji.pk

Jama Punji is an investor education initiative of the

Securities & Exchange Commission of Pakistan

Date of Publication of this Prospectus: DD MM, 2017 Prospectus and Subscription Form can be downloaded from the following websites

http://www.nextcapital.com.pk http://www.arifhabibltd.com http://www.inboxbiz.com

For further queries you may contact

Inbox Business Technologies Limited: Asad Warsi, Shakeel Farooq; Phone: 111‐551‐551; E‐mail: [email protected] /

[email protected] Next Capital Limited: Umer Habib; Phone: +92 21 3516 9513, Email: [email protected]

Arif Habib Limited: Yasir Abbas; Phone: +92 21 3246 5891; E‐mail: [email protected]

ADVICE FOR INVESTORS

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE

RISK FACTORS GIVEN AT PARA 4.11 BEFORE MAKING ANY INVESTMENT DECISION.

SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER

SECTION 87(8) OF THE SECURITIES ACT, 2015.

ADVICE FOR INSTITUTIONAL INVESTORS AND HIGH NET WORTH INDIVIDUAL INVESTORS

UNDER REGULATION 1(ii) OF THE FIRST SCHEDULE TO THE PUBLIC OFFERING REGULATIONS, 2017, A SINGLE INVESTOR CANNOT SUBMIT

MORE THAN ONE BIDDING APPLICATION, EXCEPT IN THE CASE OF UPWARD REVISION OF BID. IF AN INVESTOR SUBMITS MORE THAN ONE

BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION. SUBMISSIONS OF CONSOLIDATED BIDS ARE PROHIBITED UNDER THE PUBLIC OFFERING REGULATIONS, 2017. A BID APPLICATION WHICH IS

BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A

CONSOLIDATED BID.

PLEASE NOTE THAT AS PER THE PUBLIC OFFERING REGULATIONS, 2017, A SUPPLEMENT TO THE PROSPECTUS SHALL BE PUBLISHED

WITHIN THREE WORKING DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION RELATING TO THE

STRIKE PRICE, OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE RETAIL PORTION OF THE ISSUE IF ANY, UNDERWRITING COMMISSION,

BIFURCATING AS TAKE UP COMMISION OR ANY OTHER, COMMITMENT BY THE SUCCESFUL BIDDERS FOR SUBSCRIBING THE

UNDERSUBSCRIBED RETAIL PORTION IN CASE OF HUNDRED PERCENT BOOK BUILDING, CATEGORY WISE BREAKUP OF THE SUCCESSFUL

BIDDERS ALONG WITH NUMBER OF SHARES ALLOCATED TO THEM, DATES OF PUBLIC SUBSCRIPTION AND SUCH OTHER INFORMATION AS

SPECIFIED BY THE COMMISSION.

Prospectus | Inbox Business Technologies Limited

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UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

April 20, 2017

WE MIR MUHAMMAD NASIR, THE CHIEF EXECUTIVE OFFICER AND ASAD WARSI, THE CHIEF FINANCIAL OFFICER OF INBOX BUSINESS TECHNOLOGIES LIMITED CERTIFY THAT:

1. THE PROSPECTUS CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;

2. THE INFORMATION CONTAINED IN THE PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF;

3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD

4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE PROSPECTUS AS A WHOLE OR ANY PART THEREOF MISLEADING; AND

5. ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE DISCLOSURES IN PUBLIC OFFERING REGULATIONS, 2017 FOR PREPARATION OF PROSPECTUS, RELATING TO APPROVAL AND DISCLOSURES HAVE BEEN FULFILLED.

6. NO CHARGES, FEE, EXPENSES, PAYMENTS ETC. HAVE BEEN COMMITTED TO BE PAID TO ANY PERSON IN RELATION TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN PART 3.7 OF THE PROSPECTUS.

For and behalf of Inbox Business Technologies Limited

‐Sd‐ ___________________________ Mir Muhammad Nasir Chief Executive Officer

‐Sd‐___________________________ Asad Warsi Chief Financial Officer


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SUPPLEMENT TO THE PROSPECTUS

Note: This Supplement shall be published within 3 working days of the close of Bidding Period in at least all those newspapers in

which the Prospectus of Inbox Business Technologies Limited is published.

This Supplement is being published pursuant to The Public Offering Regulations, 2017 and in continuation of the Prospectus of

Inbox Business Technologies Limited earlier published on DD/MM/2017

Inbox Business Technologies Limited

FLOOR PRICE : PKR 30/‐ PER SHARE STRIKE PRICE : PKR XX/‐ PER SHARE ISSUE PRICE: PKR XX/‐ PER SHARE

Underwriters to the retail portion of the Issue if any

S. No. Names of Underwriter No. of shares

Underwritten Amount (PKR)

(i) ● ● ●

(ii) ● ● ●

(iii) ● ● ●

TOTAL ● ●

Underwriting Commission (in % age):

Take up Commission (in % age), if any:

Category wise Breakup of Successful Bidders

S. No Category No. of Bidders No. of shares provisionally allocated

1 Commercial Banks ● ●

2 Development financial institutions ● ●

3 Mutual Funds ● ●

4 Insurance Companies ● ●

5 Investment Banks ● ●

6 Employees’ Provident / Pension Funds ● ●

7 Leasing Companies ● ●

8 Modarabas ● ●

9 Securities Brokers ● ●

10 Foreign Institutional Investors ● ●

11 Any other Institutional Investors ● ●

Institutional Investor ● ●

12 Individual Investors: ● ●

Foreign Investors ● ●

Local ● ●

Individual Investors ● ●

TOTAL

The bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by

the retail investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares by the

retail investors, if any, to them on pro‐rata basis. In case the retail portion is fully subscribed, the bid money shall be immediately

refunded or unblocked.


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Glossary of Technical Terms

ACT Securities Act, 2015

AHL Arif Habib Limited

BR Book Runner

BVPS Book Value Per Share

CAGR Compound Annualized Growth Rate

CDA Central Depository Act, 1997

CDC / CDCPL Central Depository Company of Pakistan Limited

CDC Regulations Central Depository Company of Pakistan Limited Regulations

CDS Central Depository System

CNIC Computerized National Identity Card

COI Certificate of Incorporation

Collection Banks (Book Building) The Bank of Punjab and MCB Bank Limited

Commission / SECP Securities and Exchange Commission of Pakistan

CRO Company Registration Office

CUIN Computerized Unique Identification Number

CVT Capital Value Tax

EPS Earnings Per Share

FBR Federal Board of Revenue

FED Federal Excise Duty

GDP Gross Domestic Product

GOP Government of Pakistan

ITO Income Tax Ordinance, 2001

Mn Million

NCL Next Capital Limited

NICOP National Identity Card for Overseas Pakistani

NOC No Objection Certificate

Ordinance The Companies Ordinance, 1984

PKR or Rs. Pakistan Rupee(s)

PSX / Exchange Pakistan Stock Exchange Limited

SCRA Special Convertible Rupee Account

SST Sindh Sales Tax

UIN Unique Identification Number

WHT Withholding Tax


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DEFINITIONS

Act Securities Act, 2015.

Application Money In case of bidding for shares out of the Book Building portion, the total

amount of money payable by a successful Bidder which is equivalent to

the product of the Strike Price and the number of shares to be allotted.

Banker(s) to the Book Building Means any bank(s) with whom an account is opened and maintained by

the Issuer for keeping the bid amount.

The Bank of Punjab & MCB Bank Limited have been appointed as Bankers

to the Book Building.

Bid An indication to make an offer during the Bidding Period by a Bidder to

subscribe to the Ordinary Shares of Inbox Business Technologies Limited

at a price at or above the floor price, including upward revisions thereto.

An Eligible Investor shall not make a bid with price variation of more

than 10% of the prevailing indicative strike price. Please refer to

paragraph 2.2.27 for details.

Bid Amount The amount equal to the product of the number of shares Bid for and

the Bid price.

Bid Collection Center Designated offices of the Book Runner, specified branches of any of the

Scheduled Bank and offices of any other institutions specified by the

Commission where bids are received and processed. For this Issue,

addresses of the Bid Collection Centers are provided in paragraph 2.2.7

of this Prospectus.

Bid Price The price at which bid is made for a specified number of shares.

Bid Revision The Eligible Investors can revise their bids upward subject to the

provision of Regulation 10(2)(iii) of the Regulations. The bids can be

revised with a price variation of not more than 10% from the prevailing

indicative Strike Price in compliance with Regulation 10(2)(iii) of the

Regulations.

As per the Regulation 10(2)(vi) of the Regulations, the bidder shall not

make downward revision or withdraw their bids

Bidder An Eligible Investor who makes bids for shares in the Book Building

process.

Bidding Form The form prepared by the Issuer for the purpose of making bids.

Bidding Period The period during which bids for subscription of shares are received.


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The Bidding Period shall be of two days, from DD/MM/2017 to

DD/MM/2017 both days inclusive (daily from 9:00 a.m. to 5:00 p.m.).

Book Building

A process undertaken to elicit demand for shares Issued through which

bids are collected from the Bidders and a book is built which depicts

demand for the shares at different price levels.

Book Building Account

An account opened by the Issuer with the Collection Bank(s). The Bidder

will pay the Margin Money / Bid Amount through demand draft, pay

order or online transfer in favor of this account as per the instructions

given in paragraph 2.2.17 of this Prospectus and the balance of the

Application Money, if any, shall be paid through this account after

successful allocation of shares under Book Building.

Book Building Portion The part of the total Issue allocated for subscription through the Book

Building.

Book Runner A securities broker or a scheduled bank who holds a valid license from

the Commission to act as an Underwriter and has been appointed as

Book Runner by the Issuer.

Arif Habib Limited has been appointed as Book Runner for this Issue.

Book Building System An online electronic system operated by the Designated Institution for

conducting Book Building.

Centralized E‐IPO System Centralized E‐IPO System (“CES”) means a centralized system through

which applications for subscription of securities through Public Offering

can be made electronically through internet, Automated Teller

Machines (“ATM”) and mobile phones.

Collection Banks The Bank of Punjab and MCB Bank Limited are collection banks for the

Book Building portion. For this purpose, The Bank of Punjab has opened

an account titled “IPO of Inbox Business Technologies Limited – Book

Building Account”, Number: [xxx] at its [xxx] Branch, [City] and MCB

Bank Limited has also opened an account with the same title bearing

Number: [xxx] at its [xxx] Branch, [City]. The Collection Banks shall keep

and maintain the bid money in the said account. Once the Strike Price is

determined and lists of successful bidders and successful

applicants/allottees are finalized and shares are credited/dispatched to

the successful bidders and applicants, the Consultant to the Issue, after

obtaining NOC from PSX, may request in writing to the Collection Banks

for transfer of the money of successful and accepted applications to the

Issuer’s account(s).

Company Inbox Business Technologies Limited (the “Company”) or (“IBTL”) or

(“Inbox”).


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Company’s Legal Advisor Aziz Malik Law Associates.

Commission Securities & Exchange Commission of Pakistan.

Consolidated Bids A bid which is fully or partially beneficially owned by persons other than

the one named therein.

Consultant to the Issue Any person licensed by the Commission to act as a Consultant to the

Issue.

Next Capital Limited has been appointed as Consultant to the Issue by

Issuer for this issue.

Designated Institution Includes securities exchange, central depository or clearing house

approved by the Commission to provide a system for conducting Book

Building.

PSX will act as the Designated Institution for this Issue.

Dutch Auction Method The method through which Strike Price is determined by arranging all

the Bid Prices in descending order along with the number of shares and

the cumulative number of shares bid for at each Bid Price. The Strike

Price is determined by lowering the price to the extent that the total

number of shares Issued under the Book Building Portion are subscribed.

e‐IPO facility E‐IPO is the facility through which investors can make applications for

subscription of shares of the Company online. In order to facilitate the

investors, the Issuer has arranged provision of this facility through

Summit Bank Limited and United Bank Limited, who are among the

Bankers to the Issue.

United Bank Limited (“UBL”) account holders can use UBL net‐banking

to submit their applications online via link:

http://www.ubldirect.com/corporate/ebank

Summit Bank Limited (“SMBL”) account holders can use SMBL net‐

banking to submit their application via link:

https://ib.summitbank.com.pk

Account holders of UBL and SMBL can submit their applications

through the above mentioned link 24 hours a day during the

subscription period which will close at midnight on DD/MM/2016.

Eligible Investor An Individual and Institutional Investor whose Bid Amount is not less

than the minimum bid size of PKR 1,000,000 (One Million Rupees only).

Floor Price The minimum price per share set by the Issuer in consultation with

Consultant to an Issue. For this Issue, Floor Price is PKR 30/‐ per share.


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General Public

All Individual and Institutional Investors including both Pakistani

(residents & non‐residents) and foreign investors.

Initial Public Offer (IPO) Initial Public Offering or IPO means first time offer of securities to the

general public.

Institutional Investors Any of the following entities:

A financial institution; A company as defined in the Ordinance; An insurance company established under the Insurance Ordinance,

2000; A securities broker A fund established as Collective Investment Scheme under the Non‐

Banking Finance Companies and Notified Entities Regulations, 2008; A fund established as Voluntary Pension Scheme under the

Voluntary Pension System Rules, 2005; A private fund established under Private Fund Regulations, 2015; Any employee’s fund established for beneficial of employees; Any other fund established under any special enactment; and Any other entity as specified by the Commission.

Issue Issue of 45,400,000 Ordinary Shares representing 39% of Post IPO Paid Up Capital having a Face Value of PKR 10.00/‐ each.

Book Building Portion of the Issue comprises 34,050,000 Ordinary Shares (being 75% of the total Issue) at a Floor Price of PKR 30/‐ per share (including a premium of PKR 20/‐ per share).

General Public Portion of the Issue comprises 11,350,000 Ordinary Shares (being 25% of the total Issue) at the Issue Price.

Issue Price

The price at which Ordinary Shares of the Company are issued to the General Public. The Issue Price will be the Strike Price.

Issuer Inbox Business Technologies Limited (the “Company”) or (“IBTL”) or

(“Inbox”).

Key Employees Chief Executive Officer, Directors, Chief Financial Officer and Company

Secretary of the Company.

Limit Bid The bid at a Limit Price.

Limit Price The maximum price a prospective Bidder is willing to pay for a share

under Book Building


Page 8 of 145

Listing Committee Listing Committee, shall mean a committee comprising of at least seven

members including at least three external members for review and

approval of the prospectus and the listing application.

Margin Money The partial or total amount, as the case may be, paid by a bidder at the

time of registering as an Eligible Investor. The Book Runner shall collect

full amount of the bid money as Margin Money in respect of bids placed

by an individual investor and not less than twenty five percent (25%) of

the bid money as Margin Money in respect of bids placed by an

institutional investors.

Minimum Bid Size The Bid amount equal to One Million Rupees (PKR 1,000,000/‐).

Ordinary Shares Ordinary Shares of Inbox having face value of PKR 10.00/‐ each.

Prospectus Prospectus means any document described or issued as a prospectus

and includes any document, notice, circular, material, advertisement,

offer for sale document, publication or other invitation offering to the

public (or any section of the public) or inviting offers from the public for

the subscription or purchase of any securities of a company.

Registration Form The form which is to be submitted by the Eligible Investors for

registration to participate in the Book Building process. The registration

period shall commence three days before the start of the Bidding Period

from DD/MM/2017 to DD/MM/2017 from 9:00 am to 5:00 pm and shall

remain open till 3:00 pm on the last day of the Bidding Period.

Regulations The Public Offering Regulations, 2017

Related Employees Related Employees mean such employees of the Issuer, the Book

Runner, the Underwriters, and the Consultants to the Issue, who are

involved in the Issue. Please refer to paragraph 2.2.31 for further details.

Securities Regulations Chapter 5 of the Rule Book of the Pakistan Stock Exchange Limited, titled

‘Listing of Companies and Securities Regulation’.

Shari’ah Advisor A firm or a company who / that meets the fit and proper standards

specified by the Commission or the State Bank of Pakistan for Shari’ah

advisory services.

Shari’ah Certificate Shari’ah certificate includes a Shari’ah pronouncement or fatwa by the

Shari’ah Advisor.

Sponsor A person who has contributed initial capital in the issuing company or

has the right to appoint majority of the directors on the board of the

Company directly or indirectly;


Page 9 of 145

A person who replaces the person referred above; and

A person or group of persons who has control of the Company whether

directly or indirectly.

Step Bid Step Bid means a series of limit bids at increasing prices. In case of a step

bid the amount of each step will not be less than Rupees One Million

(PKR 1,000,000/‐).

Strike Price

The price per ordinary share of the Issue determined / discovered on the

basis of Book Building process in the manner provided in the Regulations,

at which the shares are Issued to the successful bidders. The Strike Price

will be disseminated after conclusion of Book Building through

publication in at least all those newspapers in which the Prospectus was

published and also posted on the websites of the Securities Exchange,

Consultant to the Issue, Book Runner and the Company.

Supplement to the Prospectus The Supplement to the Prospectus shall be published within three (3)

working days of the closing of the Bidding Period at least in all those

newspapers in which the Prospectus was earlier published and

disseminated through the Securities Exchange where shares are to be

listed.

System An online electronic system operated by the Designated Institution for

conducting Book Building.

Transaction Legal Counsel Mohsin Tayebaly & Co.

Interpretation:

ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO A CAPITALIZED TERM DEFINED HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED TERM PROVIDED HEREIN.


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Table of Contents

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE ...................................................................... 11

2 BOOK BUILDING PROCEDURE ........................................ ERROR! BOOKMARK NOT DEFINED.

3 SHARE CAPITAL AND RELATED MATTERS .......................................................................................... 39

4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ........................................... 52

5 OVERVIEW, HISTORY AND PROSPECTS ............................................................................................. 54

6 FINANCIAL INFORMATION ................................................................................................................ 76

7 MANAGEMENT .................................................................................................................................. 98

8 MISCELLANEOUS INFORMATION .................................................................................................... 114

9 APPLICATION AND ALLOTMENT INSTRUCTIONS ............................................................................. 121

10 REGISTRATION FORM ...................................................................................................................... 126

11 DUPLICATE REGISTRATION FORM ................................................................................................... 127

12 BIDDING FORM ................................................................................................................................ 128

13 ADDITIONAL PAYMENT FORM ........................................................................................................ 130

14 BID REVISION FORM ........................................................................................................................ 131

15 SIGNATORIES TO THE PROSPECTUS ................................................................................................ 132

16 MEMORANDUM OF ASSOCIATION ................................................................................................. 133

17 APPLICATION FORM ........................................................................................................................ 143


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1 APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1 APPROVAL OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Approval of the Securities & Exchange Commission of Pakistan (the "Commission" or the "SECP") under Section 19(1) and 87(2) of the Securities Act, 2015 read with Section 88(1) of the Securities Act, 2015 and Regulation 3(15) of the Regulations has been obtained by Inbox Business Technologies Limited (the “Company” or “IBTL”) for the issue, circulation and publication of this offering document (hereinafter referred to as the “Prospectus”) vide their letter No. [xxx] Dated [dd/mm/2017]. DISCLAIMER:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN THIS PROSPECTUS.

SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE, CIRCULATION AND PUBLICATION OF THE PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE BIDDING / SUBSCRIBING.

1.2 APPROVAL OF PROSPECTUS BY PSX The Prospectus of the Company has been approved by PSX in accordance with the requirements of the Regulations and its regulations for Listing of Companies and Securities.

DISCLAIMER:

PSX HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS CLEARANCES SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX.

THE CONTENTS OF THIS DOCUMENT DOES NOT CONSTITUTE AN INVITATION TO INVEST IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT BY PSX, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF PSX.

IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.

PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANYONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES, INCOMPLETENESS AND / OR MISTAKES, FOR DECISIONS AND /OR ACTIONS TAKEN, BASED ON THIS DOCUMENT.

PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER.

ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.


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1.3 LISTING AT PSX Application has been made to the PSX for permission to deal in and for quotation of the shares of the Company.

If for any reason the application for formal listing is not accepted by PSX, the Issuer undertakes that a notice to that effect will immediately be published in the press and will refund Application Money to the applicants without surcharge as required under the provisions of Section 72 of the Ordinance. However, and, if any such money is not repaid within eight (08) days after the Company becomes liable to repay it, the Directors of the Company shall be jointly and severally liable to repay that money from the expiration of the eight day together with surcharge at the rate of one and a half per cent (1.50%) for every month or part thereof from the expiration of the eight day and, in addition, to a fine not exceeding five thousand rupees and in the case of a continuing offence to a further fine of one hundred rupees for every day after the said eight day on which the default continues in accordance with the provisions of Section 72(2) of the Ordinance.


Page 13 of 145

1.4 CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE ISSUER

April 20, 2017

The Chief Executive

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi

We being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that the Prospectus contains all necessary information with regard to the Issuer and the Issue and constitutes full, true and plain disclosures of all material facts relating to the shares being offered through this Prospectus and that nothing has been concealed.

The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intentions expressed herein are honestly held.

There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading.

For and behalf of Inbox Business Technologies Limited

‐Sd‐ ___________________________ Mir Muhammad Nasir Chief Executive Officer

‐Sd‐___________________________ Asad Warsi Chief Financial Officer


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2 VALUATION, BOOK BUILDING PROCEDURE AND SHARE CAPITAL

2.1 VALUATION SECTION The Ordinary shares of Inbox are being issued at Floor Price of PKR 30/‐ per share which is at a premium of PKR 20/‐ per Ordinary share to the face value of PKR 10.00 per Ordinary share. The Consultant to the Issue has reviewed the business performance of the Company and in their opinion the Floor Price of PKR 30 per share is justified based on:

2.1.1 Largest IT Company in Pakistan Inbox is the largest IT Company in Pakistan in terms of domestic revenue as recognized and awarded by Pakistan

Software Export Board (“PSEB”), Government of Pakistan and Rawalpindi Chamber of Commerce & Industry (RCCI).

It is among the leading Managed Services Providers (“MSP”) in the Country and MSP is the main business category

within IT that is expected to experience tremendous growth in the coming years.

With 16 years of experience and extensive skill sets/expertise in‐house, Inbox is well positioned to maintain its

market leading position in the Country. Additionally, Inbox has Tier 1 partnerships with all large OEMs like Huawei,

Oracle and Microsoft.

2.1.2 Successful Operational History Inbox was incorporated in Pakistan under the Ordinance, as a private limited company on December 26, 2001 by

acquisition of business carried earlier by the directors in the name of “Inbox Business Technologies”, a firm registered

under Partnership Act, 1932. It started as an entrepreneurial venture in 2001 and set out to redefine Pakistan’s

computing industry with the first local computer brand – the Inbox PC.

Initially formed as a computer assembly company, Inbox has experienced transformations brought on by various

challenges. Inbox has evolved into an end‐to‐end IT solutions provider with a focus on giving clients unparalleled

operational efficiency, giving them the competitive edge required in the progressive market.

The Company has a successful track record and sales have experienced tremendous growth in last few years. The

sales increased by a CAGR of 19% from 2013 to 2016.

CAGR 19%

‐

1,000

2,000

3,000

4,000

5,000

FY13 FY14 FY15 FY16

PKR m

illion

Sales


Page 15 of 145

2.1.3 Strong Sponsor / Group Profile The Dawood Hercules Group owns majority stake in IBTL through Patek (Pvt.) Limited. The Group is one of the largest

conglomerates in Pakistan, with over three generations of experience in commercial and social enterprises. The

Group has investments in fertilizers, food, energy, chemicals, IT, retail and real estate.

The Group has rich heritage dating back to the era of pre‐partition. The Group initially served the textile sector of the Country and later on diversified in to range of businesses. Today, the Group’s major holdings include: Engro Corporation, Hub Power Company, Cyan Limited, Dawood Lawrencepur, Tenaga Generasi, Reon Energy, Pebbles Pvt. Limited and Inbox.

2.1.4 Clientele and Strong Customer Relationships

IBTL has serviced over 300 clients in Pakistan among public and private sector. The Company has blue chip clientele

currently comprising of large government and private sector enterprises. The Company gives great importance to

maintaining and fostering its relationships with customers.

The Company has been able to retain satisfied customers due to its commitment towards providing cutting edge

technologies and best customer service. The expertise that IBTL has developed over the years has resulted in a 95%

renewal rate in contracts where contracts are renewed for second time.

2.1.5 Management Quality

The Company has dedicated key individuals pertaining to each Line of Business who have multi‐year experience and

expertise to undertake projects in their respective fields. The team consists of technical experts who are able to plan

and execute each contract in the most efficient and cost‐effective manner.

2.1.6 Exposure to Information Technology Sector Pakistan currently spends lowest in the region on Information and Communication Technology. With increasing

focus on digitization and fast changing technology space, the IT companies will be at a forefront of transformation

in the public and private sector.

IBTL is among the most experienced IT players in the industry and will benefit from increasing IT spend in the Country.

With the advent of the new Digital Pakistan Policy 2017, Inbox’s business dominance in the public sector is well

CAGR 24%

‐

100

200

300

400

500

600

700

FY13 FY14 FY15 FY16

PKR m

illion

EBIT


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positioned to take advantage of all the digitization that is mandated to take place in the coming years within the

Federal and Provincial Governments.

2.1.7 Justification

Based on their review, the Consultant to the Issue is of the opinion that the historical performance of the Company,

the sponsor’s profile, quality of management and relationship with the clients indicate sustainability of business

performance in the future.

Furthermore, with increasing focus on digitization and continued improvement in the IT sector, the Company is

sitting in a position to take advantage of such expansion in IT.

In light of the above and Price‐to‐Earnings (“PE”) multiple of 7.98x at Floor Price of PKR 30/‐ per Ordinary Share based on the earnings for the year ended 31st, December 2016 offer a substantial discount to P/E multiple of Systems Limited and Netsol Technologies Limited which operate in the similar domain i.e. the IT sector.

2.2 BOOK BUILDING PROCEDURE

2.2.1 Brief Structure

The Present Issue

The Issue comprises 45,400,000 Ordinary Shares of face value of PKR 10.00/‐ each which constitutes 39% of the Post IPO paid up capital of the Company.

The Issue is being made through the Book Building process at a Floor Price of PKR 30/‐ per Ordinary Share (including a premium of PKR 20/‐ per Ordinary Share). The bidders shall be allowed to place bids for one hundred percent (100%) of the offer size and the strike price shall be the price at which one hundred percent (100%) of the offer size is subscribed. However, the successful bidders would be allotted and issued only seventy‐five percent (75%) of the offer size i.e. 34,050,000 and the remaining twenty five percent (25%) i.e. 11,350,000 would be offered to the retail investors.

The bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by the retail investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares by the retail investors, if any, to them on pro‐rata basis.

Within 3 working days from the close of the Bidding Period, a Supplement to the Prospectus will be published in at least all those newspapers in which the Prospectus is published. The Supplement will contain information related to the Strike Price, the Issue Price, names of the Underwriters, if any, for the General Public Portion, Underwriting Commission, Take‐up Commission and category wise break‐up of the successful bidders. Format of the Supplement is given on page 2 of this Prospectus.

2.2.2 Types of Bids and Procedure for making a Bid

Book Building is a process whereby investors bid for a specific number of shares at various prices. The Issuer set a Floor Price, which is the minimum / lowest price a Bidder can bid at. An order book of bids is maintained by the Book Runner, which is then used to determine the Strike Price through the “Dutch Auction Method”.

Under the Dutch Auction Method, the Strike Price is determined by lowering the Bid Price to the extent that the total number of shares issued through the Book Building process is subscribed.

A bid by a Bidder can be a “Limit Bid”, or a “Step Bid”, each of which are explained below:


Page 17 of 145

Limit Bid: Limit bid is at the Limit Price, which is the maximum price a Bidder is willing to pay for a specified number of shares.

In such a case, a Bidder explicitly states a price at which he / she / it is willing to subscribe to a specific number of shares. For instance, a Bidder may bid for 2 million shares at PKR 30.00 per share, based on which the total Application Money would amount to PKR 60 million. In this case the Bid Amount will be also PKR 60 million. Since the Bidder has placed a Limit Bid of PKR 30.00 per share, this indicates that he / she / it is willing to subscribe the shares at a price up to PKR 30.00 per share.

Step Bid: A series of Limit Bids at increasing prices. The amount of any individual step shall not be less than PKR.

1,000,000.

Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. A Bidder may, for instance, make a bid for 0.5 million shares at PKR 30.00 per share, 1 million shares at PKR 32.00 per share and 1.5 million shares at PKR 34.00 per share. Therefore in essence the Bidder has placed one Step Bid comprising of three Limit Bids at increasing prices. The Bid amount will be PKR 98 million. In case of individual Bidder, the Margin Money will be 100% i.e. PKR 98 million whereas in case of Bidders being Institutional Investor the Margin Money shall be 25% of the Bid amount i.e. PKR 24.5 million.

AN ELIGIBLE INVESTOR SHALL NOT MAKE A BID WITH A PRICE VARIATION OF MORE THAN 10% OF THE PREVAILING INDICATIVE STRIKE PRICE.

AN ELIGIBLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID SEVERALLY OR JOINTLY, HOWEVER, A BID CAN BE REVISED UPWARDS ONLY TILL 5.00 PM ON THE LAST OF BIDDING PERIOD. BID WITHDRAWAL OR DOWNWARD REVISION OF BID PRICE SHALL NOT BE ALLOWED. FOR FURTHER DETAILS, PLEASE SEE PARAGRAPH 2.2.15.

AN ELIGIBLE INVESTOR SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONE NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.

RELATED EMPLOYEES OF THE ISSUER AND THE BOOK RUNNER CANNOT PARTICIPATE IN THE BIDDING PROCESS.

AS PER REGULATION 7(9) OF THE REGULATIONS, THE ASSOCIATES OF THE CONSULTANT TO THE ISSUE AND THE BOOK RUNNER SHALL NOT IN AGGREGATE MAKE BIDS FOR SHARES IN EXCESS OF TWO (2) PERCENT OF THE BOOK BUILDING PORTION.

NAMES OF RELATED EMPLOYEES OF THE ISSUER, BOOK RUNNER ARE PROVIDED IN SECTION 2.2.31.

Once the Bidding Period has lapsed and the book has been built, the, Strike Price shall be determined on the basis of Dutch Auction Method.

Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, about the Strike Price and the number of shares provisionally allotted to each of them. The bid money of bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of unsubscribed retail portion, if any, to them on pro‐rata basis. The successful institutional Bidders shall be informed of their final allocation within two (2) working days within the close of public subscription and thereafter requested to deposit their balance margin within three (3) days of such intimation. Where a successful Bidder defaults in payment of shares allotted to him / her / it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner.

As per Regulation 9(16) of the Regulations, the successful bidders shall be issued securities only after the end of the public subscription, in the form of book‐entry to be credited in their respective accounts. All the bidders shall, therefore, provide number of their accounts in the bid application (Investors Account or Sub‐Account).

The Bidders are encouraged to fill‐in the part of the Bidding Form under the heading, “Dividend Mandate” to enable the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.


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2.2.3 Mechanism for Determination of Strike Price

1. At the close of the bidding period, the Strike Price shall be determined on the basis of Dutch Auction Method by the System. Under this methodology, the Strike Price is determined by lowering the price to the extent that the total number of shares issued is subscribed.

2. The Order Book shall display the bid prices in a tabular form in descending order along with the number of shares bid for and the cumulative number of shares at each price level.

3. In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis.

The mechanism for determination of the Strike Price can be understood by the following illustration:

1. Number of shares being Issued through the Book Building: 45,400,000 Ordinary Shares

2. Floor Price: PKR 30 per Ordinary Share

3. Bidding Period: From DD/MM/2017 to DD/MM/2017

4. Bidding Time: 9:00am – 5:00pm

5. Bidding Revision Time (Upward Revision only): 9:00am – 5:00pm on all days


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Bidder Price (PKR/share) Quantity

Cumulative Number of shares

Category of Order

Institution A 41.0 3,800,000 3,800,000 Limit Price

Institution B 40.5 3,600,000 7,400,000 Limit Price

HNWI A 40.0 3,700,000 11,100,000 Step Bid

Institution C 39.5 3,900,000 15,000,000 Limit Price

Institution D 39.0 3,700,000 18,700,000 Limit Price

HNWI B 38.5 3,800,000 22,500,000 Limit Price

HNWI A 38.0 3,900,000 26,400,000 Step Bid

Institution E 37.5 3,600,000 30,000,000 Limit Price

HNWI C 37.0 3,800,000 33,800,000 Limit Price

Institution F 36.5 3,800,000 37,600,000 Step Bid

Institution G 36.0 3,900,000 41,500,000 Limit Price

HNWI D 35.5 4,000,000 41,600,000 Step Bid

HNWI E 35.0 4,400,000 46,000,000 Limit Price

Institution F 34.5 3,000,000 49,000,000 Step Bid

HNWI D 34.0 3,200,000 52,200,000 Step Bid

HNWI F 33.5 3,300,000 55,500,000 Limit Price

On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the Strike

Price would be set at PKR 35.0 per share to sell the required quantity of 45,400,000 ordinary shares.

At PKR 41.0 per share, investors are willing to buy 3,800,000 shares. Since 41,600,000 shares are still available, therefore the price will be set lower.



Strike Price

determine

through Dutch

Auction

Method

Bid has been

revised

upwards and

placed at PKR

37.5

Total shares

subscribed


Page 20 of 145









At PKR 35.0 per share, investors are willing to buy 4,400,000 shares. Since after bidding for 4,400,000 shares at PKR 35.0 per share, no shares will be available therefore the Strike Price will be set at PKR 35.0 per share for the entire lot of 45,400,000 shares.

The bidders who have placed bids at prices above the Strike Price (which in this illustration is PKR 35.0 per share), will become entitled for allotment of shares at the Strike Price and the differential would be refunded.

Investors who have bid below PKR 35.0 per share do not qualify for allotment and their money would be refunded.

Only 75% of the total shares offered through book building shall provisionally be allocated to the successful bidders.

The bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed

shares, if any, by the retail investors and their remaining bid money would remain deposited/ blocked till allotment

of unsubscribed shares by the retail investors, if any, to them on pro‐rata basis.

2.2.4 Timeframe for intimation to the successful bidders. Mechanism for payment of the balance amount by the successful bidders

Successful bidders shall be intimated, within one (1) working day of the closing of the bidding period, the Strike Price

and the number of shares provisionally allotted to each of them. The successful institutional bidders shall, within

three (3) working days of the closing of the bidding period, deposit the balance amount as consideration against

allotment of shares. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money

deposited by such Bidder shall be forfeited to the Book Runner.

2.2.5 Consultant to the Issue

Next Capital Limited (‘NCL”) has been appointed by the Issuer as Consultant to this Issue.

As per Regulation (3) of Public Offering (Regulated Securities Activities Licensing) Regulations, 2017, if a person providing services as a Consultant to the Issue at the time of coming into force of these Regulations shall obtain license under these Regulations within a period of six months from the date of notification of these Regulations. A person which is compliant with the eligibility criteria mentioned in these Regulations and has not yet obtained a license under these Regulations may provide services as Consultant to the Issue during this six‐month period.


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2.2.6 Interest of Consultant and Book Runner to the Issue and the Issuer other than their Role as Consultant and Book Runner to the Issue

The Consultant and Book Runner are deemed to be interested to the extent of fees payable to them by the Issuer for the services of Consultant and Book Runner to the Issue. The Consultant and Book Runner have no other interest in any property or profits of the Company.

2.2.7 Book Runner

Arif Habib Limited (“AHL”) has been appointed by the Issuer as the Book Runner to this Issue.

As per the Regulation (3) of Public Offering (Regulated Securities Activities Licensing) Regulations, 2017, if a person registered as an underwriter prior to coming into force of Public Offering (Regulated Securities Activities Licensing) Regulations, 2017, shall be deemed to be licensed as an underwriter under these Regulations and shall comply with all the requirements of these Regulations within a period of one year from the date of coming into force of these Regulations.

Roles and Responsibilities of the Book Runner

The Book Runner to the issue shall be responsible to:

1. ensure that necessary infrastructure and electronic system is available to accept bids and to conduct the whole Book Building process in a fair, efficient and transparent manner;

2. ensure blocking of bid and margin money of the Bidders in their respective accounts;

3. the Book Runner must be financially capable for honouring its commitments arising out of defaults by their investors, if any;

4. use the software provided by the Designated Institution for the Book Building on such terms and conditions as may be agreed through an agreement in writing;

5. ensure that the software used for Book Building is based on Dutch Auction Method for display of the order book and determination of the strike price;

6. ensure that the bidders can access to the System and can revise their bids electronically using the user ID and the password;

7. underwrite the Book Building Portion;

8. ensure that it has obtained list and Unique Identification Numbers of the associates of the Issuer and the consultant to the issue;

9. ensure that names and Unique Identification Numbers of all the persons are entered and capped in a manner as prescribed in the Regulations before commencement of the Bidding Period;

10. ensure that no bid or bids exceeding five per cent (5%), in aggregate, is or are made by the associated companies and associated undertakings of the Issuer;

11. ensure that it blocked all Unique Identification Numbers and names of all related employees for participation in the bidding.

12. enter into an underwriting agreement with the Issuer with respect to underwriting of the Book Building portion for covering the default risk.

13. at least establish bid collection centres in Islamabad, all the provincial capitals, Azad Kashmir and Gilgit/ Baltistan.

14. maintain record of all the bids received; and


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15. ensure that all the Bids received in the Bid Collection Centers are entered into the system developed by the Designated Institution for the purpose of Book Building within the prescribed time.

The Book Runner have established bid collection centers at the following addresses (direct & fax numbers in all

centers).

Bid Collection Centres

The Book Runner has established bid collection centres at the following addresses (direct & fax numbers in all centers):

Karachi

Contact Officer: Yasir Abbas Abdul Qadir

Direct No.: +92 21 32465891 +92 21 32433542

PABX No.:

Fax No.:

Email: [email protected] [email protected]

Postal Address: Arif Habib Center, 23 MT Khan Road, Karachi

Naya Nazimabad, Mangophir Road, Karachi

Lahore

Contact Officer:

Direct No.:

Fax No.:

Email:

Postal Address: Room # 220, Arif Habib Limited, Lahore Stock Exchange, Lahore

Islamabad Peshawar

Contact Officer: Muhammad Shafqat Abbas Farhan Yousaf

Mobile No.: 0300‐ 5053804 ‐

Direct: 051‐2894040 091‐5279769

Fax No: 051‐2894045 091‐5279427


Postal Address: MCB Bank Limited, Office No.I, Ground+Mezzanine Floor, Islamabad Stock Exchange Tower, Blue Area, Islamabad

MCB Bank Limited, Saddar Road, Peshawar Cantt., Tehsil & District Peshawar

Quetta

Contact Officer: Mrs. Humaira Rafiq / Ammad Lodhi

Mobile No.: 0333‐7925090

Direct: 081‐2833362

Email: [email protected]

Postal Address: The Bank of Punjab, Jinnah Road, Quetta

Azad Kashmir Gilgit / Baltistan

Contact Officer:

Mobile No.:

Direct:

Email:

Postal Address:


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2.2.8 Roles and Responsibilities of the Designated Institution

PSX will act as the Designated Institution for this Issue. The PSX in case of book building system shall perform

following functions:

1. Record name, Unique Identification Number (UIN), National Tax Number (NTN), postal and email addresses,

land line and cell numbers, bank account Number and branch address and Investor Account Number or Sub‐

Account Number of the bidder with participant account number;

2. Provide a mechanism for registration of the bidders before commencement of the bidding period till 03:00

p.m. on the last day of the Bidding Period and require the investors to provide at least such information as

mentioned above;

3. Generate bidders’ Internet Protocol (IPs) address and keep record of all IP addresses from where the bids are

placed;

4. Record the number of shares bid for, the Bid Price, type of the bid i.e. Limit Bid or Step Bid, date and time of

the entry of the bid;

5. Display the bids revised, and date and time of upward revision;

6. Not accept the bids placed at a Bid Price that is below the Floor Price;

7. Display live the total number of shares offered for sale, the Floor Price, total number of bids received, total

number of shares bid for and indicative Strike Price;

8. Build an order book showing demand for the shares at various price levels in a descending order along with

the accumulated number of shares bid for and percentage of total shares offered under the Book Building

Portion;

9. Discover the strike price at the close of the Bidding Period;

10. Generate alerts for the Bidders via Short Message Service through cell phones and emails upon entry of the

bid, at the time of upward revision of the bid, and upon discovery of the strike price; and

11. Ensure that system must provide the bidders the option to upward revise their bids online or through the

Book Runner during the period permitted under these Regulations.

PSX shall ensure that:

─ identity of the bidder is not displayed; and

─ no bid is entered into the System after closing of the Bidding Period.

2.2.9 Roles and Responsibilities of the Issuer

An issuer shall make a public offer of securities, subject to the following condition:

1. the Issuer, its sponsors, promoters, substantial shareholders, directors and associates have over dues or

defaults, irrespective of the amount, appearing in the report obtained from the credit information bureau;

2. the Issuer or its directors, sponsors or substantial shareholders have been holding the office of the directors,

or have been sponsors or substantial shareholders in any company,

I. which had been declared defaulter by the securities exchange or futures exchange; or

II. whose TRE certificate has been cancelled or forfeited by the securities exchange; or

III. which has been de‐listed by the securities exchange due to non‐compliance of its regulations.

3. The Issuer shall appoint Consultant to the Issue, Book Runner, Underwriter, Balloter and Share Registrar and

Banker to an Issue, where required, through separate agreements in writing.

4. The Issuer through its Consultant to the Issue, shall submit an application along with draft prospectus for

listing of its securities to the securities exchange


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2.2.10 Opening and Closing of the Registration Period

The Registration period shall be for Five (5) working days i.e. DD/MM/2017 to DD/MM/2017 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on DD/MM/2017.

REGISTRATION PERIOD

DD/MM/2017 9:00am to 5:00pm

DD/MM/2017 9:00am to 5:00pm

DD/MM/2017 9:00am to 5:00pm

DD/MM/2017 9:00am to 5:00pm

DD/MM/2017 9:00am to 3:00pm

2.2.11 Opening and Closing of the Bidding Period

The Bidding Period shall be for Two (2) working days i.e. DD/MM/2017 and DD/MM/2017. The bidding will commence at 09:00 am and shall close at 05:00 pm on both days.

BIDDING PROCESS STARTS ON DD/MM/2017

(9:00 AM to 5:00 PM)

BIDDING PROCESS ENDS ON DD/MM/2017

(9:00 AM to 5:00 PM)

In order to facilitate the investors, the Issuer has arranged provision of e‐IPO facility through United Bank Limited (“UBL”) and Summit Bank Limited (“SMBL”) that is among the Bankers to the Issue.

The accountholders of UBL can use UBL net‐banking to submit their applications online via link:


The accountholders of SMBL can use SMBL net‐banking to submit their applications online via link:


The accountholders of UBL & SMBL can submit their applications through these links 24 hours a day during the subscription period which will close at 12:00 midnight on DD/MM/2017.

2.2.12 Eligibility to Participate in Bidding

Eligible Investors who can place their bids in the Book Building process include local and foreign Individual and Institutional Investors whose Bid Amount is not less than PKR 1,000,000/‐ (Rupees One Million only).

2.2.13 Information for Bidders

1. The Prospectus for Issue of Shares has been approved by PSX and SECP.

2. The Prospectus, Registration Forms and the Bidding Forms can be obtained from the Registered Office of Inbox Business Technologies Limited, NCL and AHL and the designated Bid Collection Centers. Prospectus, Registration


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Forms and Bidding Forms can also be downloaded from the following websites of the Book Runner and the Company i.e. http://www.nextcapital.com.pk http://www.arifhabibltd.com and http://www.inboxbiz.com.

3. Eligible Investors who are interested in subscribing to the Ordinary Shares should approach the Book Runner at the addresses provided in paragraph 2.2.7 for registration for submitting their Bids.

4. THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE ADDRESSES PROVIDED IN PARAGRAPH 2.2.7 FOR DETAILS ON THE PROCEDURE OF REGISTRATION PLEASE REFER TO PARAGRAPH 2.2.14.

5. THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON, THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.2.7 OR THROUGH THE ONLINE SYSTEM USING THE USER ID AND PASSWORD ISSUED AT THE TIME OF REGISTERATION OF ELIGIBLE INVESTOR.

6. REGISTERED INVESTORS CAN PLACE AND REVISE THEIR BIDS UPWARDS BY ACCESSING THE DESIGNATED INSTITUTIONS ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID AND PASSWORD COMMUNICATED TO THEM VIA EMAIL BY PSX.

7. EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY ALONG WITH THE REGISTRATION FORM. IT MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY SHALL BE ACCEPTED BY THE BOOK RUNNER ALONG WITH EACH ADDITIONAL PAYMENT FORM.

8. ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF THE BANK OF PUNJAB AND MCB BANK LIMITED (BOTH THE BANKERS TO THE BOOK BUILDING PORTION OF THE ISSUE) CAN USE THE ONLINE TRANSFER FACILITY PROVIDED BY BOP AND MCB TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT THE BANK OF PUNJAB AND MCB BANK LIMITED RESPECTIVELY.

2.2.14 Registration form and Procedure for Registration

1. A standardized Registration Form has been prescribed by the Issuer. The Registration Form shall be submitted, duly filled in, at the Bid Collection Centers in person on addresses given in paragraph 2.2.7 on the standard Registration Form. The Registration Form shall be serially numbered at the bid collection centers and date and time stamped at the time of collection of the same from the Bidders.

2. Upon completion and submission of the Registration Form, the Bidders are deemed to have authorized the Issuer to make necessary changes in the Prospectus as would be required for finalizing and publishing the Supplement to the Prospectus in the newspapers in which Prospectus was published and filing the Supplement with the PSX and the SECP, without prior or subsequent notice of such changes to the Bidders.

3. The registration procedure under the Book Building process is outlined below:

─ The Registration period shall be for Five (5) working days i.e. DD/MM/2017 to DD/MM/2017 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on DD/MM/2017.

─ The Registration Form shall be issued in duplicate signed by the Bidder and countersigned by the Book Runner, with the first copy for the Book Runner and the second copy for the Bidder.

─ The Registration Form shall be submitted at the Bid Collection Centers in person, through representative or through fax on addresses and numbers given in paragraph 2.2.7 on the Registration Form duly filled in and signed in duplicate.

─ Upon registration of the bidders in the System, PSX shall assign and communicate the User ID and Password to the Bidders via email on the email address provided by them in the Registration Form.

─ The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Book Runners shall not be challengeable by the Bidder or its associates.


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─ Bid Amount / Margin Money shall be deposited along with the Registration Form through demand draft, pay order and online transfer. In case of Online Transfer, the Bidders are requested to submit a bank receipt evidencing transfer of the bid money into the Issuer’s designated bank account. Please note that cash must not be deposited either directly or through online transfer in the Issuer’s designated bank account.

─ The pay order shall be made in favor of “IPO of Inbox Business Technologies Limited – Book Building Account”. For online transfer the payment shall be made into [Account Number] being maintained in The Bank of Punjab – [Branch] and [Account Number] being maintained in MCB Bank Limited – [Branch]. The Account Title for the Book Building shall be “IPO of Inbox Business Technologies Limited – Book Building Account”. Please note that online transfer facility shall only be allowed to The Bank of Punjab and MCB Bank Limited.

─ Please note that third party instruments will not be accepted for Margin Money.

o In case of intra city payment instruments, the bidders shall ensure that the payment instruments are made “Payable at any Branch”. Intra city payment instruments that are not made “Payable at any Branch” will not be accepted.

─ The Book Runners shall collect an amount of 100% of the Application Money as Margin Money in respect of bids placed by Individual Investors.

─ The Book Runners shall collect an amount of not less than 25% of the Application Money as Margin Money in respect of bids placed by Institutional Investors.

─ The Bidder shall provide a valid email address in the Registration Form so that the relevant ID and password can be emailed to them upon registration.

─ The Bidders can use the User ID and Password to independently place, revise or withdraw their bids online.

─ The successful Bidders shall be issued shares only in the form of book‐entry to be credited in their respective CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the bid application and Registration form.

2.2.15 Procedure for Bidding

1. A standardized Bidding Form has been prescribed by the Issuer.

2. Registered Investors can submit their bids in person or through representatives at the Bid Collection Centers during the bidding dates or can place their bids online at https://bkb.psx.com.pk using the user ID and Password received by them over email upon registration with the Book Runner.

3. The bidding procedure under the Book Building process is outlined below:

─ Bids can be placed at either at the “Limit Price” or as a “Step Bid”. The minimum size of a Limit Bid by an Eligible Investor shall not be less than PKR 1,000,000/‐ (Rupees One Million) and in case of a Step Bid, the amount of any step shall also not be less than PKR 1,000,000/‐ (Rupees One Million).

─ In addition to the arrangement as required under Regulation 8(10) of the Regulations, the investors may place their bids through any of the Bid Collection Centers.

─ The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applications that are duly filled in and supported by pay order, demand draft or a bank receipt evidencing transfer of the bid money into the Issuer designated bank account.

─ On receipt of bid application in accordance with aforementioned Regulation, the Book Runner shall enter Bid into the System and issue to the Bidder an electronic receipt bearing name of the Book Runner, name of the bidding center, date and time.


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─ The bidding shall commence from 09:00 a.m. and close at 05:00 p.m. on all days of the Bidding Period. The bids shall be collected and entered into the system by the Book‐Runner till 05:00 p.m. on the last day of the bidding period.

─ The Bidders shall have the right;

o to revise their bids upwards any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period.

─ The Bidders shall NOT make any downward revision or withdraw their bids as per Regulation 10(2) (vi) of the Regulations;

─ The Book Runner shall collect full amount of the Bid Amount as Margin Money in respect of bids placed by the individual investors and not less than twenty five percent (25%) of the Bid Amount as Margin Money in respect of bids placed by the Institutional Investors.

─ Payment of Margin Money shall be accepted only through demand draft, pay order or online transfer and third party payment instruments shall not be accepted.

─ The Book Runner may on its own discretion accept a bid without Margin Money, provided the Book Building Portion is fully underwritten at least at the Floor Price by the Book Runner.

─ The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. The decision of the Book Runner shall not be challengeable by the Bidder or its associates.

─ PSX shall, through the system, display live throughout the bidding period an order book in descending order showing demand for shares at various prices and the accumulated number of shares bid for along with percentage of the total shares issued (the “Order Book”). The Order Book should also show the revised bids and the bids withdrawn. The Order Book shall be accessible through websites of PSX.

─ At the close of the Bidding Period, the Strike Price shall be determined on the basis of the Dutch Auction Method.

─ Once the Strike Price is determined, all those Bidders whose bids are found successful shall become entitled for allotment of shares.

─ The Bidders who have made bids at prices above the Strike Price shall be allotted shares at the Strike Price and the differential shall be refunded.

─ In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis as per First Schedule Regulation 7(xix)(b) of the Regulations. The procedure for allotment of shares to successful Bidders is mentioned in sections 2.2.3 and 2.2.22 of the Prospectus.

─ The Bidders who have made bids below the Strike Price shall not qualify for allotment of any Ordinary Shares and the Book Runner shall intimate their respective banks for unblocking their Bid Money within one (1) working day of the close of the bidding period.

─ Successful bidders shall be intimated, within one (1) working day of the closing of the bidding period, the Strike Price and the number of shares provisionally allotted to each of them. The successful institutional bidders shall, within three (3) working days of the closing of the bidding period, deposit the balance amount as consideration against allotment of shares. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner.

─ Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be credited at the time of credit and dispatch of shares out of the retail portion.

─ The successful Bidders shall be issued shares only in Book Entry Form to be credited in their respective CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the Registration Form.


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─ The Designated Institution shall continue to display on its website, the data pertaining to the Book Building and determination of the Strike Price for a period of at least three working days after closure of the Bidding Period.

─ The Book‐Runner shall ensure that subscription money received against the bids accepted shall not be released to the Issuer by the Banker to the Book Building Portion until:

o credit or dispatch of all shares allocated under the retail portion of the Issue; and

o issuance of NOC by the PSX.

2.2.16 Bank Account for Book Building and Public Portion

The Issuer has opened two separate bank accounts for collection of applications’ money, one each for the Book Building Portion and the General Public Portion of the Issue.

The Bidders shall draw demand draft or pay order in favor of “IPO of Inbox Business Technologies Limited – Book Building Account”. For online transfer facility (pay order or demand draft may be deposited at any branch of The Bank of Punjab & MCB Bank Limited and evidence to be submitted to the Book Runner), the payment shall be made into Account Number [Account Number] which has been opened at The Bank of Punjab and Account Number [Account Number] which has been opened at MCB Bank Limited (the “Collection Banks”). The Collection Banks shall keep and maintain the bid money in the said account. Once the Strike Price is determined and list of successful bidders/allottees is finalized, the Consultant to the Issue, after obtaining NOC from PSX, may request in writing to the collection banks for transfer of the money of successful and accepted applications to the Issuer’s account(s). Please note that third party payment instruments will not be accepted.

2.2.17 Payment into the Book Building Account

The Bidders shall draw a demand draft, pay order favoring “IPO of Inbox Business Technologies Limited – Book Building Account” or Online Transfer of the bid money into the Book Building account [Account Number] maintained at The Bank of Punjab and account [Account Number] maintained at MCB Bank Limited and submit the demand draft, pay order or bank receipt at the designated Bid Collection Centers either in person or through facsimile along with a duly filled in Registration Form.

For online transfer the payment shall be made into the Account [Account Number] being maintained at The Bank of Punjab [Branch] & Account [Account Number] being maintained at MCB Bank Limited – [Branch] with the Account Title “IPO of Inbox Business Technologies Limited – Book Building Account”. Please note that online transfer facility shall only be allowed for The Bank of Punjab & MCB Bank Limited customers.

CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM/REGISTRATION FORM AT THE BID COLLECTION CENTER NOR DEPOSITED DIRECTLY OR VIA ONLINE TRANSFER IN THE ISSUER’S DEISGNATED BANK ACCOUNT. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE TRANSFER DRAWN / TRANSFER IN FAVOR OF “IPO OF INBOX BUSINESS TECHNOLOGIES LIMITED – BOOK BUILDING ACCOUNT” IN A MANNER ACCEPTABLE TO THE BOOK RUNNER.

The payment procedures for a Limit Bid or a Step Bid are explained below:

PAYMENT FOR LIMIT BID

If investors are placing their bids as a Limit Bid then they shall deposit the Margin Money based on the number of shares they are bidding for at their stated bid price.

For instance, if an investor is applying for 2 million shares at a price of PKR 30.00 per share, then the total Application Money would amount to PKR 60 million. In such a case, (i) Individual Investor shall deposit PKR 60 million in the Book Building account as the bid amount which is 100% of PKR 60 million; and (ii) Institutional Investor shall deposit at least PKR 15 million in the Book Building account as the Margin Money which is 25% of PKR 60 million.


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PAYMENT FOR STEP BID

If an investor is placing a Step Bid which is a series of Limit Bids at increasing prices, then he/she/it shall deposit the Margin Money / bid money based on the total number of shares he/she/it is bidding for at his/her/its stated bid prices.

For instance, if the investor bids for 0.50 million shares at PKR 30.00 per share, 1.00 million shares at PKR 32.00 per share and 1.50 million shares at PKR 34.00 per share, then in essence the investor has placed one Step Bid comprising three limit bids at increasing prices. The Application Money would amount to PKR 98 million, which is the sum of the products of the number of shares bid for and the bid price of each limit bid. In such a case, (i) Individual Investors shall deposit PKR 98 million in the Book Building Account as Margin Money which is 100% of PKR 98 million and (ii) Institutional Investors shall deposit at least PKR 24.5 million in the Book Building Account as Margin Money which is 25% of PKR 98 million.

2.2.18 Payment by Foreign Investors

Foreign investors may subscribe using their Special Convertible Rupee Accounts (“SCRA”), as set out under Chapter 20 of the State Bank of Pakistan’s Foreign Exchange Manual (the “Manual”). Under paragraph 7(i) of Chapter 20, Companies issuing shares out of the new public offers on repatriable basis as permitted under sub para (B) of paragraph 6 of the Manual may open foreign currency collection accounts with Banks abroad or in Pakistan for receiving the subscription in foreign currency. This may also allow refunds from these accounts to unsuccessful applicants.

Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (“FPI”) is classified as SCRA. There are no restrictions on repatriation on sale (disinvestment) and dividend proceeds. Underlying client names / beneficial owners are required to be disclosed at depository level.

Key Documents required for individual(s) are: 1. Account opening request

2. Passport / ID

General documentation required for opening of SCRA account by Corporate Bidders is: 1. Account opening request

2. Board Resolution & Signatories list

3. Passport / ID of Board of Directors

4. Passport / ID of all authorized signatories

5. Certificate of Incorporation (“COI”) or equivalent documents like Trade Registry Certificate, Business Registration Certificate, and Certificate of Commencement of Business

6. Memorandum & Articles of Association

7. Withholding tax registration certificate / Certificate of country of domicile of client

8. Latest Annual Report

9. List of Board of Directors

10. List of Shareholders (greater than 10% holdings) and key officers


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It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request the procedure from each relative institution.

Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal banking channels. Such a proof shall be submitted along with the application by the foreign investors.

2.2.19 Procedure for Rejection of Bids

In terms of Regulation 9(7) of the Regulations, the Book Runner may reject any Bid placed by a Bidder for reasons to

be recorded in writing provided the reason of rejection is disclosed to such Bidder. Decision of the Book Runner shall

not be challengeable by the Bidder or any of its associates.

2.2.20 Time frame for upward revision of Bids by the Bidders

The registered investors may revise their Bids upwards any time either manually through the Bid Collection Centres or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period.

An investor will not be allowed to place or revise a bid with a price variation of more than 10% of the prevailing indicative strike price. NO WITHDRAWL OF BID OR DOWNWARD REVISION SHALL BE ALLOWED.

2.2.21 Procedure for Withdrawal of Issue

1. In accordance with Regulation 8(16) of the Regulations, in case the Issuer does not receive bids for the number of shares allocated under the Book Building Portion at the Floor Price, the Issue shall be cancelled and the same shall be immediately intimated to the Commission, PSX and the Designated Institution and the Margin Money shall be refunded to the bidders immediately but not later than three (3) working days of the closing of the Bidding Period.

2. In accordance with Regulation 8(17) of the Regulation, the Book Building process will be considered as cancelled if the total number of bids received is less than forty (40)

2.2.22 Basis of Allotment of Shares

Once the Strike Price is determined all those Bidders whose bids have been found successful shall become entitled for allotment of Ordinary shares. For allocation of shares priority shall be given to the bids placed at the highest price. The bidders, who have made bids at prices above the Strike Price, will be issued Ordinary shares at the Strike Price and the differential, if any, will be refunded. The bidders, who have made bids below the Strike Price, shall not qualify for allotment of shares and their Margin Money shall be refunded.

In case the Bids received are sufficient to allot the total number of shares issued under the Book Building Portion, the allotment shall be made on the basis of highest bid priority, that is, the bid made at the highest price shall be considered first for allotment of shares.

In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis.

In case bids received at the Strike Price exceeds the number of shares allocated under the Book Building, then preference will be given to the Bidders who have made the bid earlier.

The Issue is being made through the Book Building process at a Floor Price of PKR 30/‐ per share (including a premium of PKR 20/‐ per share). The bidders shall be allowed to place bids for one hundred percent (100%) of the issue size and the strike price shall be the price at which one hundred percent (100%) of the issue is subscribed. However, the successful bidders would be allotted and issued only seventy‐five percent (75%) of the issue size i.e. 34,050,000 and the remaining twenty five percent (25%) i.e. 11,350,000 would be offered to the retail investors.


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As per the Regulation 7(3) of the Regulations, in case retail portion of the offer size is oversubscribed, the portion allocated to book building investors at strike price shall be allotted to the retail investors in the manner given below:

# Times retail portion oversubscribed Percentage of the offer size to be allotted to retail investors out of book building portion on proportionate basis

1 10 to 20 times 10%

2 21 to 30 times 15%

3 31 times or more 30%

Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription money from the successful bidders; however, shares to such bidders shall be issued securities only after the end of the public subscription, in the form of book‐entry to be credited in their respective accounts. All the bidders shall, therefore, provide number of their accounts in the bid application as per Regulation 9(16) of the Regulations.

2.2.23 Refund of Margin Money

The bidders who have made bids below the Strike Price shall not qualify for allotment of securities and the book runner shall intimate their respective banks for unblocking their Bid Money within one (1) working day of the close of the bidding period as required under Regulation 9(13) of the Regulations.

The Bidders who have made bids at prices above the Strike Price, will be issued shares at the Strike Price and the differential will be refunded, where required.

The bid money of bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of unsubscribed retail portion, if any, to them on pro‐rata basis.

2.2.24 Publication of Supplement to the Prospectus

In accordance with the Regulation 11(1) of the Regulations within three (3) working days of the closing of the Bidding Period, the Supplement to the Prospectus shall be published at least in all those newspapers in which the Prospectus was earlier published and also disseminated through PSX.

The Supplement to the Prospectus would contain information relating to the Strike Price, the Issue Price, names of the Underwriters for the Retail Portion of the Issue, Underwriting Commission, and Category‐wise breakup of the successful bidders along with the number of shares provisionally allocated to them. Format of the Supplement is given on page 2 of this Prospectus.

Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the Prospectus but not earlier than seven (7) days of such publication.

2.2.25 Procedure for allotment of Shares in case of 100% Book Building

The bidders may be allowed to place bids for one hundred percent (100%) of the offer size and the Strike Price shall

be the price at which the hundred percent (100%) of the offer size is subscribed. However, the successful Bidders

would be allotted and issued only seventy‐five percent (75%) of the issue size and the remaining twenty five percent

(25%) would be offered to the retail investors. The Bidders shall give an undertaking along with the application that

they would subscribe to the unsubscribed shares, if any, by the retail investors and their remaining bid money would

remain deposited/ blocked till allotment of unsubscribed shares by the retail investors, if any, to them on pro‐rata

basis. In case the retail portion is fully subscribed, the bid money shall be immediately refunded or unblocked. In this

case, the retail portion may not be underwritten


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2.2.26 Restrictions

1. Restriction on Related Employees.

2. Related Employees are not allowed to participate in the bidding for shares. Related Employees include the employees of the Issuer and the Book Runner who are directly involved in the Issue. (A list of Related Employees can be seen at para 2.2.31).

3. Restriction on Eligible Investors

An Eligible Investor shall not make:

─ bid below the Floor Price;

─ a bid for more than 10% of the shares allocated under the Book Building Portion;

─ a bid with price variation of more than 10% of the prevailing Indicative Strike Price, subject to the provision as above;

─ a consolidated bid; and / or

─ more than one bid, either severally or jointly;

─ downward revision or withdraw the bid.

Bids from associated companies and associated undertakings of the Issuer, shall not be accepted for shares in excess of five percent (5%), in aggregate, of the Book Building Portion.

To check this threshold, the Issuer shall provide to the Book Runner and the Book Runner shall obtain from the Issuer, list of associated companies and associated undertakings of the Issuer before commencement of the Bidding Period along with their respective Unique Identification Numbers, to be entered and capped at five percent (5%) cumulatively in the Book Building system before commencement of the Bidding Period. The Book Runner shall make sure that the said list has been provided to the Designated Institution for entry and capping in the Book Building system and to the employees deployed at the Bid Collection Centres for collection and entry of bids thereof in the system.

The associates of the Consultant to the Issue and the Book Runner shall not in aggregate make bids for shares in excess of two percent (2%) of the Book Building Portion

2.2.27 Ten Percent (10%) Price Band Mechanism

An investor will not be allowed to place or upward revise a bid with a price variation of more than ten percent (10%) of the prevailing Indicative Strike Price subject to floor price i.e. Bid Price must not be below the Floor Price. Please note that the Indicative Strike Price may not be constant and may keep on changing during the bidding period. Therefore, the 10% range will also change with the Indicative Strike Price.

For Example, if the floor price is PKR 30.0 per share and Indicative Strike Price at any given point in time during the bidding period is PKR 30.0 per share, registered bidders may place or revise their bids from PKR 30.0 per share to PKR 33 per share. If at any given point in time during the bidding period, the Indicative Strike Price changes from PKR 30.0 per share to PKR 32.0 per share, the registered bidders may place or revise their bids from PKR 32.0 per share to PKR 35.2 per share.

Please note that the 10% range on the lower side cannot go below the floor price. The price range of 10% applicable at any given point in time during the bidding period will also be displayed on the bid screen available at the website of PSX.


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2.2.28 Restriction of Downward revision or withdrawal of Bids by the Bidder

The Bidders shall not make downward revision or withdraw their bids as per Regulation (10)(2)(vi) of the Regulations.

2.2.29 Underwriting

After determination of the Strike Price the Book Runner shall within two (2) working days of the closing of the bidding period enter into an Underwriting Agreement with the Issuer indicating the number of shares that the Book Runner would underwrite at the Strike Price and the Underwriting Commission / Fee to be charged.

2.2.30 Interest of the Consultant to the Issue and Book Runner

The Consultant to the Issue and Book Runner have no interest in the Issue and the Company other than their role as Consultant to the Issue and Book Runner.

2.2.31 Associated Undertakings and Companies

Associated Companies

S. No Name of Company / Undertakings Status CUIN NTN

1. Patek (Private) Limited Holding Company 0040342 1128073‐5

2 Dawood Hercules Corporation Limited Associate 0002640 0801434‐5

3 Dawood Corporation (Private) Limited Associate 0000144 0804829‐7

4 Engro Vopak Terminal Limited Associate 0035707 0800383‐1

5 Engro Polymer & Chemicals Limited Associate 0038426 1000710‐5

6 Sirius (Private) Limited. Associate 0073277 3650575‐7

7 Dawood Lawrencepur Limited Associate 0000441 0698613‐7

8 The Hub Power Company Limited Associate 0024725 0800595‐8

9 The Dawood Foundation Associate KAR NO. 1006 of

1959‐1960 2679942‐1

10 Sind Paper Mills Pvt Limited. Associate 0012518 ‐

11 Engro Corporation Limited Associate 0002159 0712937‐8

12 E2e Business Enterprise Associate

13 Salt Arts (Private) Limited Associate 0095368 7110390‐3

14 Careem Networks Pakistan (Private) Limited Associate 0098160 7227403‐7

15 Tenaga Generasi Limited Associate 0053176 2574737‐1

16 Reon Energy Limited Associate 0089881 4330662‐4

17 Sach International (Private) Limited Associate 0005985 2146057‐4

18 Engro Powergen Qadirpur Limited Associate 0054111 2639742‐7

19 Digitz (Private) Limited Associate 0077282 3923437‐1

20 All Pakistan Music Conference Associate ‐ ‐

21 International Advertising (Private) Limited Associate 0002318 0802453‐7

22 Inbox Consulting (Private) Limited Associate 0094175 7175004‐6

Note: As required under Regulation 7(8) of the Regulations, the Associated Companies and Associated Undertakings of the Issuer shall not in aggregate make bids for shares in excess of 5% of the Book Building Portion.


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Related Employees of the Company (Inbox Business Technologies Limited)

S. No Name Designation

1 Mr. Mir Muhammad Nasir CEO and Executive Director

2 Mr. Shahzada Dawood Non‐Executive Director

3 Mr. Shan‐e‐Elahi Non‐Executive Director

4 Ms. Kanza Afzal Non‐Executive Director

5 Mr. Junaid Iqbal Non‐Executive Director

6 Mr. Mujtaba Haider Khan Non‐Executive Director

7 Mr. Imtisal Abbasi Independent Director

8 Mr. Shahid Paracha Non‐Executive Director

9 Ms. Fatima Ahmed Company Secretary

10 Mr. Asad Warsi Chief Financial Officer

11 Mr. Shakeel Farooq General Manager – Head of Financial Planning & Analysis.

12 Mr. Umais Ahmed Mushtaq General Manager – Finance

13 Mr. Muhammad Fahim Senior Manager – Finance

14 Ms. Mehvish Maqbool Senior Manager – Finance

15 Ms. Faria Hameed Manager ‐ Finance

16 Ms. Hannia Ehtiasham Assistant Manager – Legal Affairs

17 Mr. Aurangzaib Ahmed Assistant Manager ‐ Finance

18 Mr. Mohammad Tahir Assistant Manager – Finance

19 Mr. Muzaffar Rasheed Share Officer

Related employees of the Consultant to the Issue (Next Capital Limited)


1 Muhammad Najam Ali Chief Executive Officer

2 Syed Hussain Haider, CFA, CIPM Head of Equity Strategy

3 Umer Habib Head of Investment Banking

4 Humaira Asad Associate, Investment Banking

5 Muhammad Talha Azhar Analyst, Investment Banking

Related employees of the Book Runner (Arif Habib Limited)


1 Mr. Shahid Ali Habib Chief Executive Officer

2 Mr. Syed Kashif ul Hassan Shah MD, Investment Banking

3 Mr. Rafique Bhundi Sr. Vice President, Investment Banking

4 Mr. Ahmed Rajani Vice President, Investment Banking

5 Mr. Syed Saquib Ali Vice President, Investment Banking

6 Mr. Dabeer Hasan Sr. Associate, Investment Banking

7 Mr. Ammad Tahir Sr. Associate, Investment Banking

8 Mr. Abdul Qadir Associate, Investment Banking

9 Ms. Hamda Senior Analyst, Investment Banking

10 Mr. Yasir Abbas Senior Analyst, Investment Banking

11 Mr. Omair Talib Marghoob Analyst, Investment Banking

12 Mr. Mohsin Javed Management Trainee Officer

13 Mr. Saeed Ahmed Officer, Investment Banking

Note:


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1. As per Regulation 7(9) of the Regulations the associates of the Consultant to the Issue and the Book Runner shall not in aggregate make bids for shares in excess of two (2) percent of the Book Building portion.

2. As required under Regulation 20(10) of the Regulations, Related Employees of the Issuer and the Book Runner shall not participate in the bidding for shares.


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2.2.32 Statement by the Issuer

April 20, 2017

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of Inbox Business Technologies Limited (“IBTL” or the “Company”), we hereby confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is stated in Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and on behalf of Inbox Business Technologies Limited

‐Sd‐ __________________ Mir Muhammad Nasir Chief Executive Officer

‐Sd‐__________________ Asad Warsi Chief Financial Officer


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2.2.33 Statement by Consultant to the Issue

April 20, 2017

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Being mandated as the Consultant to this Initial Public Offering of Inbox Business Technologies Limited through the Book Building process, We hereby confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Public Offering Regulations, 2017 has been disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and behalf of Next Capital Limited

‐Sd‐ __________________ Umer Habib Head of Investment Banking


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2.2.34 Statement by the Book Runner

April 20, 2017

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi Being mandated as the Book Runner to this Initial Public Offering of Inbox Business Technologies Limited through the Book Building process, We confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Public Offering Regulations, 2017 has been disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and on behalf of Arif Habib Limited

‐Sd‐ __________________ Ahmed Rajani Vice President – Investment Banking


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2.3 SHARE CAPITAL AND RELATED MATTERS

2.3.1 Share Capital

No. of shares Shareholders Face Value

(PKR) Premium

(PKR) Total (PKR)

AUTHORIZED CAPITAL

150,000,000 Ordinary shares of PKR 10/‐ each 1,500,000,000 ‐ 1,500,000,000

ISSUED, SUBSCRIBED, & PAID UP CAPITAL

7,101,230 Issued for Cash: ‘Ordinary Shares of PKR.

10/‐ each 71,012,300 ‐ 71,012,300

63,911,070 Issued as Bonus: Ordinary Shares of PKR.

10/‐ each 639,110,700 ‐ 639,110,700

71,012,300 Total 710,123,000 ‐ 710,123,000

ISSUED, SUBSCRIBED & PAID‐UP CAPITAL OF INBOX BUSINESS TECHNOLOGIES LIMITED IS HELD AS FOLLOWS:

No. of shares Shares held by Directors / Sponsors of the

Company Face Value (PKR) Percentage held (%)

7,100,000 Mr. Mir Muhammad Nasir 71,000,000 10%

1 Mr. Shahzada Dawood 10 0%

Shares held by Sponsors

36,502,253 Patek (Private) Limited 365,022,530 51%

7,000,000 Mr. Muhammad Ali 70,000,000 10%

10,655,000 Mr. Ghias Uddin Khan 106,550,000 15%

1,320,000 Mr. Nadir Feroze Nazim 13,200,000 2%

5,709,220 Mrs. Razia Ghulam 57,092,200 8%

1,000,000 Mrs. Sanober Yousuf 10,000,000 1%

480,000 Mr. Zafar Nazim 4,800,000 1%

882,070 Mr. Moin Iqbal 8,820,700 1%

Shares held by Directors

1 Mr. Junaid Iqbal 10 0%

1 Mr. Shahid Pracha 10 0%

1 Mr. Mujtaba Haider Khan 10 0%

1 Mr. Imtisal Abbasi 10 0%

1 Mr Shan‐e‐Elahi 10 0%

1 Ms. Kanza 10 0%

Shares held by Other Shareholders

363,750 Mr. Mobin Ansari 3,637,500 1%

71,012,300 Total Paid up Capital 710,123,000 100%


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PRESENT ISSUE OF ORDINARY SHARES

No. of shares Allocation Face Value (PKR) Premium

(PKR)

Total Value

(PKR)

34,050,000

Allocations to Institutions / Individual

Investors through Book Building process at

Strike Price

340,500,000 [X] [X]

11,350,000 General Portion 113,500,000 [X] [X]

45,400,000 Total Issue size 454,000,000 [X] [X]

116,412,300 Grand Total (Post‐IPO) Paid‐up Capital 1,164,123,000 [X] [X]

1. As per Regulation 5(1) of the Regulations, the sponsors of the Issuer shall retain their entire shareholding in the Company for a period of not less than twelve months from the last date for public subscription;

2. As per Regulation 5(2) of the Regulations, the sponsors of the Issuer shall retain not less than twenty five percent of the paid up capital of the Company for not less than three financial years from the last date for the public subscription;

3. As per Regulation 5(3) of the Regulations, the shares of the sponsors mentioned at (1) and (2) above shall be kept unencumbered in a blocked account with central depository;

4. Subject to compliance with sub‐regulation 5(1) and 5(2) above, and with the approval of the securities exchange, the sponsors of the Issuer may sell their shareholding through block‐sale to any other person who shall be deemed sponsor for the purposes of these Regulations.

2.3.2 Opening and Closing of the Subscription List

The subscription list will open at the commencement of banking hours on DD/MM/2017 and will close on DD/MM/2017 at the close of banking hours. Please note that online applications can be submitted 24 hours during the subscription period which will close at 12:00 midnight on DD/MM/2017.

E‐IPO FACILITY

In order to facilitate the investors, the Issuer has arranged provision of e‐IPO facility through United Bank Limited (“UBL”) & Summit Bank Limited (“SMBL”) that is among the Bankers to the Issue. The accountholders of UBL can use UBL net‐banking to submit their applications online via link http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk


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2.3.3 Investor Eligibility for the Public Issue

Eligible investors include:

1. Pakistani citizens resident in or outside Pakistan or persons holding dual nationalities including a Pakistani Nationality;

2. Foreign nationals whether living in or outside Pakistan;

3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their respective constitutive documents and existing regulations, as the case may be);

4. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of their respective Trust Deeds and existing regulations); and

5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2.3.4 Facilities available to Non‐Resident Pakistani and Foreign Investors

Non‐resident Pakistani investors and foreign investors may subscribe for the shares being issued through this Prospectus by using their SCRA. For details please see Chapter 20 of the Foreign Exchange Manual of the State Bank of Pakistan. Under paragraph 7(i) of Chapter 20 of the said Manual, Companies issuing shares out of new public Issue on repatriable basis, as permitted under sub para (B) of paragraph 6, may open foreign currency collection accounts with banks abroad or in Pakistan for receiving the subscription in foreign currency. They may also allow refunds from these accounts to unsuccessful applicants.

Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (“FPI”) is classified as SCRA. There is no restriction on repatriation of sale proceeds and dividend payouts on shares. Underlying client names/beneficial owners are required to be disclosed at depository level.

Key Documents required for individual(s): 1. Account opening request; and

2. Passport / ID.

General documentations required for opening of SCRA account by institutional investors are: 1. Account opening request;

2. Board Resolution & Signatories list;

3. Passport / ID of Board of Directors;

4. Passport/ID of all authorized signatories;

5. Certificate of Incorporation (“COI”) or equivalent document (like Trade Registry Certificate, Business Registration Certificate, and Certificate of Commencement of Business);

6. Memorandum & Articles of Association;

7. Withholding tax registration certificate / Certificate of country of domicile of client;

8. Latest Annual Report;

9. List of Board of Directors; and

10. List of Shareholders (greater than 10% holdings) and key officers.


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It is however pertinent to note that the procedure and requirements of each financial institution with respect to opening of SCRA differs, hence it is advisable for Investors / Bidders to make a prior request for the procedure from concerned financial institution.

Payments made by foreign investors must be supported by proof of receipt of foreign currency through normal banking channels. Such proof must be submitted along with the Application by the foreign investors.

2.3.5 Minimum amount of Application and Basis for Allotment of Shares Out of the General Public

Portion of the Issue The basis and conditions of allotment to the general public shall be as follows:

1. Application for shares must be made for 500 shares or in multiples of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

2. The minimum amount of application for subscription of 500 shares is the Issue Price x 500 shares. Any cost incurred in transfer of shares as part of the Issue shall be borne by Issuer.

3. Application for shares below the minimum amount shall not be entertained.

4. SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

5. If the shares issued to the general public are sufficient to accommodate all applications, all applications shall be accommodated.

6. If the shares applied for by the general public are in excess of the shares being issued to them, the distribution shall be made by computer balloting, in the presence of the representative(s) of PSX in the following manner:

─ If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will be conducted among applications for 500 shares only.

─ If all applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares cannot be accommodated, then balloting will be conducted among applications for 1,000 shares only.

─ If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If all applications for 1,500 shares cannot be accommodated, then balloting will be conducted among applications for 1,500 shares only.

─ If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all applications for 2,000 shares cannot be accommodated, then balloting will be conducted among applications for 2,000 shares only.

─ After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner:

o If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on pro‐rata basis.

o If the remaining shares are not sufficient to accommodate all the remaining applications for over 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to each successful applicant.

7. If the Issue is over‐subscribed in terms of amount only, then allotment of shares shall be made in the following manner:

─ First preference will be given to the applicants who applied for 500 shares;


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─ Next preference will be given to the applicants who applied for 1,000 shares;

─ Next preference will be given to the applicants who applied for 1,500 shares;

─ Next preference will be given to the applicants who applied for 2,000 shares; and then

─ After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the applicants who applied for more than 2,000 shares.

8. Allotment of shares will be subject to scrutiny of applications for subscription of shares.

9. Applications, which do not meet the above requirements, or applications which are incomplete, will be rejected.

2.3.6 Refund/Unblocking of Subscription Money to Unsuccessful Applicants

As per the Regulation 11(4) of the Regulations, within 10 days of the close of public subscription period or such shorter period of time as may be specified by the Commission from time to time, the Ordinary Shares shall be allotted and issued against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked/ refunded.

As per sub‐section (2) of Section 71 of the Ordinance, if refund as required under Sub‐section (1) of Section 71 of the Ordinance is not made within the time specified therein, the Issuer shall be liable to repay the money with surcharge at the rate of 1.5%, for every month or part thereof from the expiration of the 15th day and in addition to a fine not exceeding PKR 5,000/‐ and in case of continuing offense to a further fine not exceeding PKR 100/‐ per day after the 15th day of which the default continues. Provided that the Issuer shall not be liable if it proves that the default in making the refund was not on its own account and was not due to any misconduct or negligence on its part.

In case retail portion of the issue, if any, remains unsubscribed, the unsubscribed shares shall either be taken up by the underwriters or allotted to successful bidders at the strike price determined in the book building process on pro‐rata basis.

2.3.7 Basis of Allotment of Shares

In case the bids received are sufficient to allot the total number of shares offered for sale under the Book Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the highest price shall be considered first for allotment of the shares.

In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis

In case bids received at the Strike Price exceeds the number of shares allocated under the Book Building, then preference will be given to the Bidders who have made the bid earlier.

Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription money from the successful bidders; however, shares to such bidders shall be issued securities only after the end of the public subscription, in the form of book‐entry to be credited in their respective accounts. All the bidders shall, therefore, provide number of their accounts in the bid application as per Regulation 9(16) of the Regulations.

2.3.8 Issue, Dispatch Credit of Share Certificates

The Company shall credit and dispatch all shares certificates, in marketable lots, within ten (10) days of the closing of subscription list to all the successful applicants under intimation to the Exchange as per Listing of Companies and Securities Regulations clause 5.5.10(e) of the PSX Rule Book.

Within 10 days of the close of public subscription period, the Company shall allocate shares against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be refunded.


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Shares will be issued either in scrip‐less form in the CDS of CDCPL or in the shape of physical scrip on the basis of option exercised by the successful applicants. Shares in the physical scrip shall be dispatched to the Bankers to the Issue within ten (10) days from the date of close of subscription list, whereas scrip less shares shall be directly credited through book‐ entry in the respective accounts maintained with CDCPL.

The applicants who opt for receipt of shares in scrip‐less form in CDS should fill in the relevant columns of the Application Form. In order to exercise the scrip‐less option, the applicant(s) should have CDS account at the time of subscription.

If the Company defaults in complying with the above requirements, it shall pay the PSX a penalty of PKR 5,000 per day for every day during which the default continues. The PSX may also notify the fact of such default and the name of the Company by notice and also by publication in its ready‐board quotation of the Stock Exchange.

The name of the Company will also be notified to the member of the PSX and placed on the web site of the PSX.

2.3.9 Transfer of Shares

PHYSICAL SCRIPS

The shares shall be transferred under Section 76 of the Ordinance. Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall not refuse to transfer any fully paid share unless the transfer deed is, for any reason, defective or invalid or is not accompanied by the relevant share certificate. Provided that the Company shall within thirty (30) days from the date on which the instrument of transfer was lodged with it, notify the defect or invalidity to the transferee who shall, after the removal of such defect or invalidity, be entitled to re‐lodge the transfer deed with the Company.

TRANSFER UNDER BOOK‐ENTRY SYSTEM

The shares maintained in the CDS in the book‐entry form shall be transferred in accordance with the provisions of Section 76 of the Ordinance read with Section 77 thereof and the Central Depositories Act, 1997 and the CDCPL Regulations.

2.3.10 Shares Issued in Preceding Years

S. No No. of Shares Issued Consideration Total Value (PKR) Date of Issuance /

Allotment

1 5 Cash 50 26‐December‐2001

2 1,799,995 Cash 17,999,950 12‐August‐2002

3 1,900,230 Cash 19,002,300 24‐February‐2005

4 1,200,000 Cash 12,000,000 25‐June‐2008

5 1,000,000 Cash 10,000,000 8‐May‐2010

6 1,201,000 Cash 12,010,000 18‐November‐2014

7 63,911,070 Bonus 639,110,700 24‐February‐2017

Total 71,012,300 710,123,000

Other than the above mentioned shares, there has been no issuance of shares since the incorporation of the Company.


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2.3.11 Principal Purpose of the Issue

Inbox Business Technologies Limited intends to issue 45,400,000 shares at a floor price of PKR. 30 per share to raise

PKR 1,362 million through this IPO at the Floor Price. The purpose of this issue and utilization of proceeds are given

below:

Purpose of the Issue Fund Allocated Share of Allocation

IPO Proceed PKR 1,362 million 100%

Investment in Project Assets PKR 1,060 million 78%

Working Capital Financing PKR 302 million 22%

1. Investment in Project Assets

The business model of Inbox Business Technologies Limited uses Managed Services Provider (“MSP”) model which

assumes responsibility for providing a defined set of IT services.

Under the said model, the Company operates by successfully engaging and executing IT related contracts from the

public and private Sector. In order to obtain a public contract, IBTL has to bid for it in view of all associated costs and

the margin that the Company intends to earn. A cost sheet is prepared encompassing all the associated outlays that

shall be incurred during the course of the contract.

Owing to transformation and development of the ICT sector of Pakistan, the Company based on its extensive

experience and industry knowledge anticipates several potential projects to come online during the next couple of

years. The Management of the Company believes that some of those contracts / projects shall require upfront

investment in Project Related Assets. The Company intends to invest around PKR 1,060 million (generated from the

IPO proceeds) in the expected projects from the Public and Private Sector. Some of the expected upcoming projects

fall under various departments of the government. All these potential projects are expected to have multi‐year

Service Level Agreement (“SLA”) between IBTL and its clients. Details of potential projects which Company intends

to bid for in the future, are given below:

Description of Potential Projects Expected Outlay

Customer Experience and Citizens Service (“CSX”):

1.

Customer Experience Projects

The project would involve establishment of centralized facility for Automated Vehicle Registration System.

Nature of Project Asset A centralized printing facility for NFC based Automated Registration Cards will be required which will include hardware as well as software for the management of complete lifecycle of Automated Registration Cards for printing, storage and delivery. Capex will include establishment of a secure facility for printing, storage and delivery of ARCs and integration with Motor Transport Management Information System (“MTMIS”), provision of hardware and software at 42 district offices for updating NFC cards and provision of a mobile application for verification of ARCs by Excise field officers.

PKR 457 million


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The project involves digital platform and hardware for the agriculture sector thereby providing support to the farmer community.

Nature of Project Asset Digital Platform will be acquired for the development of content to fulfill the requirements of the project. Along with this hardware will be acquired to support the platform.

2.

Urban Mass Transportation:

Automated Fare Collection, Bus Scheduling and Vehicle Location Tracking Systems along with monitoring of the same. The project(s) will include all the necessary hardware and software along with operational management of the solution.

Nature of Project Asset The CAPEX required for this project will cover software for automated fare collection and bus scheduling system, along with hardware to support the operations of the system which would include validators, BUS OBUs etc. In addition to these, assets will be required to develop and maintain stations and offices to support the bus operations; these assets will include office equipment, computer accessories and fixtures and fitting.

PKR 393 million

3.

Urban Security:

Camera systems with controllers, close circuit radio system and support system

for law enforcement agencies. This project supports the government’s vision of

safe cities.

Nature of Project Asset Assets to be acquired include: Camera systems, controllers for cameras, close circuit radio system & fabrication to support the overall system.

PKR 21 million

4.

Internet of Things:

Servers and Censors to manage and control any losses arising from spillage or theft, along with efficient management, in the logistics sector.

Nature of Project Asset The CAPEX requirements of this project include: 1. Front end assets ‐ sensors on equipment's and on trucks and tankers. 2. Back end assets ‐ control center equipment including servers etc.

PKR 28 million

Cloud and Converged Systems:

5.

Hyper‐ Converged Infrastructure

Hardware and Software for international internet traffic management. Nature of Project Asset Soft switches (hardware) based on application (software) will be deployed.

PKR 75 million

6.

Software Defined Wide Area Network (“SD WAN”):

Hardware and integrated software will be provided to the clients to connect to their worldwide offices / branches.

Access points, aggregation switches and controllers will be provided to the clients to convert Wide Area Network (“WAN”) to SD WAN.

PKR 68 million


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Nature of Project Asset Configured boxes will be provided by Inbox i.e. hardware which will consist of integrated software; which client will distribute to different offices worldwide. These configured boxes would have to be plugged in and played in order to connect all sites under the contract. Further assets to be acquired include SD WAN solution access points, aggregation switches and controllers.

7.

Cloud Solution

Virtual Customer Premises will be used to provide broadband connectivity on a cloud platform.

Nature of Project Asset Virtual CP boxes will be the major portion of CAPEX.

PKR 18 million

Total PKR 1,060 million

2.3.12 Utilization of Proceeds

The Issue is expected to generate PKR 1,362 million at floor price of PKR 30 per share. As per the fund utilization

given above following will be the allocation of funds generated through initial Public Offerings.

The utilization of proceeds mentioned above are based on projects either announced or are expected to be

announced in the forthcoming future based on the best judgement of the Company’s management. It is imperative

to mention here that the Company has a strong track record of delivering large scale IT infrastructure projects and

thereby feels confident about bidding successfully for these upcoming projects. However, if for some reason, the

Company is not successful in any of the above mentioned projects or the mentioned projects are deferred or

postponed, the Company anticipates that there would be many other project development opportunities available

given considerable focus towards automation and digitization both in the public and the private sector within the

Country.

In addition, the Company, as per the Regulation 16(i)(ii) of the Regulations, will:

─ Report detailed break‐up of the utilization of the proceeds of the issue in its post issue quarterly / half‐yearly

and annual accounts for three years; and

78%

22%

Allocation of IPO funds

Investment in Project Assets Working Capital Financing


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─ Submit a quarterly report providing the status of the commitments mentioned in the prospectus.

The above utilization of funds is based on the subscription at the Floor Price of PKR 30 per share. Any excess funds

received above the Floor Price shall be utilized by the Company in either (i) bidding for new projects, (ii) pay down

its financing and/or (iii) in any other activity related to the Company’s ongoing operations. This decision will be taken

by the Board of Directors as deemed necessary.

2.3.13 Interest of Shareholders

None of the holders of the Issued shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the Ordinary shares in the capital of the Company, except to the extent of loans provided by the Company to the shareholders as provided below:

Mr Mir Muhammad Nasir, CEO of the Company had taken an interest free house loan of PKR 50 million on February 01, 2017.

Mr. Ghias Uddin Khan (sponsor), had taken an interest free loan of PKR 60 million on 13th Nov, 2014 from

Inbox Business Technologies Limited in his capacity as the CEO of the Company. Since then, Mr. Ghias

Uddin Khan has resigned from his role as the CEO and is currently only a shareholder. Henceforth, the

loan will be repaid before 30th June, 2017.

2.3.14 Dividend Policy

The Company intends to follow a consistent profit distribution policy for its members, subject to profitability, availability of adequate cash flows, the Board’s recommendation and shareholders’ approval.

The rights in respect of capital and dividends attached to each ordinary share are and will be the same. The Company in its general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. Dividend, if declared in the general meeting, shall be paid according to the provisions of the Ordinance.

The Directors may from time to time declare interim dividends as appear to the Directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits.

No unpaid dividend shall bear interest or mark‐up against the Company. The dividends shall be paid within the period laid down in the Ordinance.

Those applicants who intend that their cash dividend, if any, is directly credited in their Bank Account, must fill‐in the relevant part of the Shares Subscription Form under the heading, “Dividend Mandate Option”.

The Company has issued no dividends over the past five years but has issued an interim stock dividend (bonus shares) in the ratio of 9 shares per 1 share for the year ending December, 2017.

Particulars FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017(1st

Quarter)

Dividend ‐ ‐ ‐ ‐ ‐ ‐

Bonus ‐ ‐ ‐ ‐ ‐ 900%

Covenants / Restriction on Payment of Dividends:

It is stated that there is no restriction on Inbox by any regulatory authority, creditor, stakeholder etc. on the distribution and capitalization of its profits.


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2.3.15 Eligibility for Dividend

The ordinary shares issued shall rank pari‐passu with the existing shares in all matters of the Company, including the right to such bonus or right issues, and dividend as may be declared by the Company subsequent to the date of issue of such shares.

2.3.16 Deduction of Zakat

Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time except where the Ordinance does not apply to any shareholder or where such shareholder is otherwise exempt or has claimed exemption from payment / deduction of Zakat in terms of and as provided in that Ordinance.

2.3.17 Capital Gains Tax

Capital gains derived from the sale of listed securities are taxable in the following manner under section 37A of Income Tax Ordinance, 2001:

Tax Rate FY 2017

Holding Period of Securities

Category Tax Year Less than

twelve months

Twelve months or more but less than twenty four

months

Twenty four months or more but acquired on or

after 1st July, 2012

Before 1st July, 2012

Filer 2017 15.00% 12.50% 7.50% 0%

Non – Filer 2017 18.00% 16.00% 11.00% 0%

2.3.18 Withholding Tax on Dividends

Dividend distribution to shareholders will be subject to withholding tax under section 150 of the Income Tax Ordinance, 2001 as specified in Part III Division I of the First Schedule of the said Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits in case of individuals only. The following are the rates:

For filers of Income Tax Returns: 12.50%

For non‐filers of Income Tax Return: 20.00%

2.3.19 Tax on Bonus Shares

As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5.00% of the value of “bonus shares” determined on the basis of the day end ex‐price be collected by the Company issuing the “bonus shares”, which will be the final tax liability on such income of the shareholder.

2.3.20 Income Tax

The income of the Company is subject to Income Tax under the Income Tax Ordinance, 2001.


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2.3.21 Deferred Taxation

Deferred tax is provided using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts, for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences, carry‐forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry forwards of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxabale profits will allow deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets and deferred tax liabilities are offset only if there is a legally enforceable right to offset current tax assets and liabilities and they relate to the income tax levied by the same tax authority.

As of December 31st, 2016, Company has reported deferred tax asset of PKR 36.98 million.

2.3.22 Sales Tax

General Sales Tax is applicable as per Sales Tax Act, 1990 on supplies and services. Sales tax on services as per Punjab Sales Tax on Services Act, 2012 by Punjab Revenue Authority. Sales tax on services as per Sindh Sales Tax on Services Act, 2011 by Sindh Revenue Board.

2.3.23 Sales Tax on Sale / Purchase of Shares

Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award, the Government of Sindh, Government of Punjab, Government of Khyber Pakhtunkhwa and Government of Baluchistan have promulgated the Sindh Sales Tax on Services Act, 2011, Punjab Sales Tax on Services Act, 2012, Khyber Pakhtunkhwa Sales Tax on services through Khyber Pakhtunkhwa Finance Act, 2013 and the Baluchistan Sales Tax on services Act, 2015 respectively. The Sindh Revenue Board, the Punjab Revenue Authority, and the Khyber Pakhtunkhwa Revenue Authority and the Baluchistan Revenue Authority administer and regulate the levy and collection of the Sindh Sales Tax (“SST”), Punjab Sales Tax (“PST”), Khyber Pakhtunkhwa Sales Tax (“KST”) and Baluchistan Sales Tax (“BST”) respectively on the taxable services provided or rendered in Sindh, Punjab or Khyber Pakhtunkhwa provinces respectively.

The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients in respect of purchase or sale of shares in a Stock Exchange. The above mentioned Acts levy a sales tax on Brokerage at the rate of 13% in Sindh, 16% in Punjab and in Baluchistan and Khyber Pakhtunkhwa the rate is 15%. Sales tax charged under the aforementioned Acts is withheld at source under statutory requirements.

2.3.24 Capital Value Tax (“CVT”) on Purchase of Shares

Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase value of shares.


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2.3.25 Tax Credit for Investment in IPO

Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a Company, shall be entitled to a tax credit, as mentioned in the said section, for a tax year in respect of the cost of acquiring in the year, new shares offered to the public by a public company listed on a stock exchange in Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from the Privatization Commission of Pakistan.

As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding shares has been designated as 24 months to avail tax credit.

2.3.26 Tax Credit for Enlistment

On enlistment under Section 65C of the Income Tax Ordinance, 2001, tax credit at 20% of the tax payable shall be

allowed for the tax year in which a Company is listed on a Stock Exchange in Pakistan and also extended for following

year of enlistment through Finance Bill 2016.


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3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

3.1 UNDERWRITING Book Building Portion

Arif Habib Limited have been mandated as the Book Runner to the Issue. The Book Runner will underwrite the 45,400,000 shares subscribed through the book building representing 100% of the Issue as required under Regulation 7(6) of the Regulations, with the limitations in effect that the Book Runner shall only underwrite the default portion of the Book Building, if any, at the Strike Price determined through the Book Building process.

General Public Portion

The General Public Portion of the Issue of 11,350,000 Ordinary Shares (25%) shall not be underwritten in terms of Regulation 7(4) of the Regulations.

3.2 OPINION OF DIRECTORS REGARDING RESOURCES OF THE UNDERWRITERS In the opinion of the Directors, the resources of the Book Runner are sufficient to discharge its underwriting

commitments / obligations.

3.3 UNDERWRITING COMMISSION Book Building Portion

Underwriting commission at the rate of 0.1% of the Book Building portion will be paid as underwriting commission. The amount of security deposited by the defaulting Bidder shall however, be forfeited to the Book Runner.

3.4 BUY BACK / REPURCHASE AGREEMENT THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE‐PURCHASE AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS ISSUE OF SHARES.

ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / RE‐PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK / RE‐PURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.

3.5 COMMISSION OF THE BANKERS TO THE ISSUE Commission at the rate of 0.5% (inclusive of all taxes) of the amount collected on allotment in respect of successful applicants will be paid by the Company to the Bankers to the Issue for services to be rendered by them in connection with the general public offering.

3.6 BROKERAGE For this Issue, brokerage shall be paid to the TRE Certificate Holders of PSX at the rate of 1.00% of the value of shares (including premium, if any) on successful applications for Book Building and General Public Portion. No brokerage shall be payable in respect of shares taken up by the Underwriters by virtue of their underwriting commitments.


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3.7 ESTIMATED EXPENSES OF THE ISSUE Expenses to the Issue are estimated not to exceed PKR 53,906,101/‐. The break‐up of these preliminary expenses is given below:

Particulars Rate Expense

Consultant to the Issue Fee 10,000,000

Book Runner Fee1 0.75% 10,215,000

Underwriting fee of the Book Building portion1 0.10% 1,362,000

Commission to Bankers for General Public1 0.50% 1,702,500

e‐IPO Facility Charges 475,000

Bankers to the Issue – Out of Pocket 29,000

TREC Holders' Commission1 1.00% 13,620,000

PSX Initial Listing Fees 1,164,123

PSX Annual Listing Fees 412,309

PSX Services Fee 50,000

PSX Book Building Software charges 500,000

Transfer Agent and Balloting Agent 731,500

Marketing & Printing Expenses 6,000,000

CDC ‐ Fresh Issue Fees1 0.16% 2,179,200

CDC ‐ Annual Listing Fees 320,000

SECP IPO Application Processing Fee 791,031

SECP Supervisory Fee 157,643

Legal Advisory 3,146,795

Shari’ah Advisor Fee 50,000

Miscellaneous Expenses 1,000,000

Total 53,906,101

__________________________

1 Represent the maximum amount that is expected to be paid based on the Floor Price of PKR 30/‐ per share


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4 OVERVIEW, HISTORY AND PROSPECTS

4.1 COMPANY HISTORY & OVERVIEW Inbox Business Technologies Limited, bearing incorporation number 0043199, was incorporated in Pakistan under

the Companies Ordinance, 1984 (the Ordinance) as a private limited company on December 26, 2001 by acquisition

of business carried earlier by the directors in the name of “Inbox Business Technologies”, a firm registered under

Partnership Act, 1932. It started as an entrepreneurial venture in 2001 and set out to redefine Pakistan’s computing

industry with the first local computer brand – the Inbox PC. IBTL emerged as a computer assembling company and

was awarded as the highest selling PC brand in Pakistan by International Data Corporation (“IDC”) in 2005.

Later the Company evolved into a Systems Integrator taking up the role of building computing systems for client

combining hardware and software components provided by different vendors. Systems Integration allows the clients

to meet their business goals efficiently without expensive and customized implementation. As a Systems Integrator,

IBTL undertook key public projects like establishment of 1,317 IT labs in Sindh and Punjab and implementation of

Internet Traffic Management Systems for Pakistan Telecom Authority.

Experiencing further transformation, IBTL has evolved into an end‐to‐end IT solutions provider with a focus on giving

clients unparalleled operational efficiency, giving them the competitive edge required in the progressive market.

The Company currently provides IT Infrastructure enablement and services under Managed Services Provider

(“MSP”) model to public and private sector clients. The MSP model allows the Company to manage a customer’s IT

infrastructure and systems. Under this arrangement, IBTL is responsible for the functionality of IT equipment and

services which is governed by the Service Level Agreement (“SLA”). Few flagship projects of IBTL under MSP model

include establishment of Automatic Number Plate Recognition (“ANPR”) system which enabled number plate

production and system integration. Another important MSP model is Urban Mass Transport system implemented

for Punjab Metro bus Authority which involves installation and maintenance of Automated Fare Collection System

(“AFC”), Bus Scheduling System (“BSS”) and Vehicle Monitoring System (“VMS”).

The first Metro bus project was awarded to IBTL in 2012 and it has since then become the trusted partner in Urban

Mass Transport Solutions and currently has 100% market share in Metrobus Projects. In the private sector, IBTL has

allowed its clients to focus on their core operations by providing essential back‐office IT services. One of the key

projects in private sector involve giving critical IT support to PTCL in 389 sites across the country which involves end

user management for client’s IT hardware.

IBTL has also played a pivotal role in other areas of public services including building Pakistan’s first ever national

level Data Centre for National Telecommunication Company which is a step towards implementation of E‐

Governance in the Country. IBTL also took part in digital transformation of Centralized Command and Control Centre

for Lahore.

The Company has positioned itself to reap the benefits of increasing digitization in the Country and increasing IT

spending by government and private institutions.

The Company’s head office is located at Dawood Centre, Karachi. 51% of the ordinary shares are owned by Patek (Private) Limited. The Company has state of the art facilities including Digital Operating Center (“DOC”) for 24/7 remote monitoring and managed services delivery. The Company has branch offices in Lahore and Islamabad and currently employs nearly 1800 employees. Inbox has served over 300 clients in the Country from the private and public sector and has technical reach in 70 cities of Pakistan.


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4.1.1 Patek (Private) Limited

Patek (Private) Limited is a company incorporated on July 17, 1999 under the Companies Ordinance, 1984. The

Company registered office is situated at Dawood Centre MT Khan Road, Karachi, Pakistan. The principal activity of

the Company is to make investments.

Following is a list of shareholders of Patek:

Name of Shareholders Share holding

Mr. Hussain Dawood 41.9%

Mr. Shahzada Dawood 14.5%

Mr. Samad Dawood 14.5%

Mrs. Kulsum Dawood 14.5%

Ms. Sabrina Dawood 14.5%

Current position of the Company’s long term investment portfolio includes:

Investment Percentage holding

Inbox Consulting (Private) Limited 100.00%

Inbox Business Technologies Limited 51.28%

Engro Corporation Limited 6.13%

Dawood Lawrencepur Limited 5.93%

Hub Power Company Limited 0.09%

4.1.2 Key Milestones

Years Events

2001 The Company was incorporated as a private limited company on December 26, 2001.

2005

The Dawood Hercules Group acquired majority shares in Inbox, giving it the resources to truly evolve into an organization that can play a dominant role in the local IT industry.

The Company was awarded “Top Selling PC Brand in Pakistan” by International Data Corporation.

2006

The Company revised its business model from a PC assembler and retailer to a business model built around reselling IT equipment.

The Company established 206 IT labs in Sindh along with deployment of 3,296 computers, mandated by the Provincial Governments.

2008 Deployed solutions for Internet Traffic Management System for Pakistan Telecom Authority.

2009 The Company established 1,111 IT labs in Punjab, mandated by the Provincial Government

2010 Started providing support to Standard Chartered Bank branches located in 227 locations, incorporating 4,676 end users.

2012

Inbox won and successfully delivered 110,000 laptops under Shahbaz Sharif eYouth scheme.

In the same year, Inbox won its first Metro bus contract for Lahore.


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2013 Upgraded the solutions for Internet Traffic Management System for Pakistan Telecom Authority.

2014 IBTL established a state of the art Automatic Number Plate Recognition enabled number plate production and system integration facility for Excise & Taxation, Punjab.

2015

IBTL demerged into Inbox Consulting (Private) Limited (“ICPL”) and Inbox Business Technologies Limited (“IBTL”) with the applications segment being parked under ICPL. This has allowed IBTL to focus on IT Infrastructure and Services.

Further expanded Metro bus services to Rawalpindi and Islamabad.

2016

Built first ever National Level Data Centre for National Telecommunication Company (“NTC”) as part of federal government’s agenda of E‐governance.

Inbox also signed Metro bus service for Multan coupled with Feeder Router for both Lahore and Multan.

IBTL was sub contracted for establishment of a data center by the Punjab Safe City Authority for Safe City Lahore.

IBTL also signed a contract with PTCL and Ufone collectively to expand their internet bandwidth

4.2 PATTERN OF SHAREHOLDING The major shareholders of the Company includes Patek (Private) Limited which owns around 51%, Mr. Gias Uddin

Khan holding 15%, Mr. Muhammad Ali holding 10% and Mr. Mir Muhammad Nasir holding 10% of the total paid up

capital. A summary of shareholding pattern according to different categories of shareholders is given below:

Description Number of shares Face Value Percentage holding

Total Paid Up Capital 71,012,300 710,123,000 100%

Shares held by Directors / Sponsors of the Company

7,100,001 71,000,010 10%

Share held by Sponsors 63,548,543 635,485,430 89%

Share held by Directors 6 60 0%

Shares held by Other Shareholders 363,750 3,637,500 1%

4.3 REVENUE AND COST DRIVERS KEY REVENUE DRIVERS

1. GDP Growth

The Country is expected to post a growth of 5% for the current fiscal year after an increase from 4.7% in FY16.

The GDP is expected to increase further as gains from CPEC will start to materialize, coupled with gains

derived from higher investment inflows due to better security situation. The businesses are expected to ride

on the high growth rate by expanding which would increase their technological requirement for operations

and better decision making. With billions of dollars expected to be spent on CPEC related projects, IBTL

expects significant demand for IT services in Pakistan.

2. Digitization of the Economy

The broadband penetration in the last three years has jumped from 2.6 million subscribers to around 40

million since the launch of 3G / 4G in 2014 with cellular penetration at 69% from 60% in 2015. Increasing

digitization drives the growth for technology based products and services in public and private sector.


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3. Private Sector Spending

Realizing the importance of technological advancement to remain competitive, the private sector is heavily

investing to upgrade their technology ranging from cloud solutions to interconnectivity. Businesses in the

current age want to operate on a leaner model where they are able to outsource their IT operations and focus

on their core business. IBTL’s EMS and CSI business will particularly benefit from increasing private sector

spending.

4. Public Sector Spending

The public sector has witnessed a surge in spending led by the Punjab Government which has earmarked PKR

13.9 billion for Governance and IT spending for the current fiscal year. IBTL generates more than half of its

revenue from the public sector and has delivered key projects in the past making it the frontline contender for

future projects. Furthermore, The Company also has a 100% market share in the Metrobus projects which are

expected to expand to other cities as well.

5. Technological Advancement

The rate of technological advancement is increasing with time and this rapid advancement in technology

requires upgradation to keep pace with the new needs. Better technology helps businesses make better

decisions, thereby, but requires an upfront cost. With rapidly changing business needs, IBTL will provide up‐to‐

date solutions to its clients

KEY COST DRIVERS

1. Human Resource

Human Resource is a key cost in IT projects where implementation and operations of sophisticated IT

equipment and software requires technically sound personnel. IBTL will be required to spend well on their key

staff in terms of remuneration and trainings in order to retain them and also keep them motivated.

2. IT Equipment

The Company deploys Project Assets which majorly comprise of IT equipment. The IT equipment is usually

imported and is one of the major costs for the Company.

3. Research and Development

Finding customized solutions for clients requires research & development activity. The activities entail

production of prototypes to demonstrate the effectiveness of the solution offered. Depending on complexities

involved in the solution, this cost can vary considerably from project to project

4.4 PROJECTS UNDERTAKEN BY THE COMPANY The Company has worked on a variety of projects over the last 16 years. Highlights of a few major ones are

mentioned below:

ONGOING PROJECTS

4.4.1 National Telecommunication Corporation (“NTC”) Data Center

In 2016, NTC signed a contract with IBTL for establishment of a Cloud based data center. The data center will enable

government entities to offer variety of services in the field of data communication, which were previously being

offered by the private service providers.


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4.4.2 PTCL Ufone Synergy Project

In 2016, IBTL signed Ufone Synergy Project which is an extension of the PTCL Broadband Traffic Management

Solutions (“BTMS”) Project. The core purpose of the Project was that PTCL along with Ufone, intended to collectively

expand their internet bandwidth.

4.4.3 Punjab Police Integrated Command, Control & Communication Center

In 2016, Huawei subcontracted IBTL for establishment of a data center for the Punjab Police Department. The overall

objective of the Punjab Police Integrated Command and Control Centre (“PP‐IC3”) Program is to modernize the

infrastructure, systems and capabilities for the police to proactively manage the security situation and to

professionalize the police response to incidents by moving towards directed and mission‐focused deployment of

resources

4.4.4 Automated Fare Collection and Bus Scheduling System of Metro bus Lines and Feeder Routes

In 2012, IBTL won its first ever Automated Fare Collection and Bus Scheduling System (“AFC BSS”) contract. The

solution entailed installation, operations and maintenance of deployed Automated Fare Collection & Bus Scheduling

System for the Metro bus Line in Lahore, Pakistan.

Building on from there, IBTL now holds a praiseworthy portfolio of AFC BSS projects in three major locations of

Punjab. With the Punjab Mass Transit Authority (“PMA”), it holds the contracts for AFC BSS of the Metro bus line in

Rawalpindi / Islamabad (6 years), both Metro bus Line & Feeder Routes (6 years) in Multan, and both Metro bus Line

(3 years) & Feeder Routes (6 years) in Lahore.

In these projects, IBTL was responsible for providing all necessary AFC‐BSS services, which include furnishing,

installing and operating all hardware, software, networking, fare media etc. In addition, it is responsible for

configuring, customizing, deploying, and maintaining the entire AFC‐BSS solution; and managing the ticketing

operations at PMA stations and sale points on feeder routes by fully utilizing the deployed AFC‐BSS solution, carrying

out bank transactions, managing ticket sales and refunds, and offering customer facilitation at turnstiles etc.

It is important to note that these contracts will be up for renewal at the end of their respective periods and are also

subject to expansion based on the plans of the Punjab Mass Transit Authority.

4.4.5 IT Help Desk In 2010, IBTL started providing valuable support to Standard Chartered Bank’s 227 branches, incorporating 4,676

end users. The services include; System Support, Internet and Email, Devices Support, Services Support and

monitoring of the same, resulting in outsourcing of the Banks IT needs.

IBTL takes pride in its systems which ensure smooth functioning of the operations along with minimum lead time

between notification of issue and its resolution.

PROJECTS UNDERTAKEN IN THE PAST

4.4.6 Automatic Number Plates Recognition (“ANPR”) In 2014, IBTL provided Excise and Taxation, Punjab a state of the art ANPR enabled number plate production and

system integration facility. The facility is located in Lahore and provides number plates to all districts of Punjab till

date.


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4.4.7 110,000 Laptops eYouth Scheme In 2012, IBTL was awarded the first ever contract for 110,000 laptops under the Chief Minister e‐Youth Initiative.

Inbox being the Tier 1 partner of Dell provided the laptops within the stipulated timeframe across Punjab.

4.4.8 Punjab IT Labs In 2009, IBTL set up computer labs in 1,111 higher secondary schools in the Punjab province. The scope of this project

included supply, installation and after sales services for all the IT labs across Punjab.Pakistan Telecommunication

Authority – Internet Traffic Management System

In 2008, IBTL successfully deployed a comprehensive end to end solution for Internet Traffic Management System

for Pakistan Telecom Authority (“PTA”).

The solution was deployed at three major Point of Presence (“POP”) sites and covered the entire international traffic

coming into Pakistan. The system yielded significant results and reduced unwanted voice traffic with a 100% success

rate in identification / detection. This in turn resulted in significant increase in the revenue streams of the telecom

operators.

To cope with the increasing traffic requirements, later, PTA identified the need of an upgraded system which could

provide the flexibility and scalability to cater the traffic forecast for the years to come. IBTL again provided PTA with

a state of the art solution to cater to the existing and future expansion needs of PTA. The new solution featured

advanced level management, analytics and heuristics.

4.4.9 Sindh IT Labs In 2006, IBTL established 206 IT Labs & deployed 3,296 computers in Sindh under the “IT / Computer Science

Teachers, Lab Incharge and Computer Labs Project Matching Program with the Government of Sindh”.

This Project was executed under the supervision of Education Department Government of Sindh and computers

were deployed at 16 different locations across Sindh. These locations included places like Karachi, Hyderabad, Badin,

Shikarpur, Mirpurkhas, Thatta, Larkana, Sukkur, Ghotki, Jacobabad, Dadu, Nawabshah, Tharparkar, Khirpur, Sanghar,

and Naushero Feroz.STATE OF THE ART FACILTIES

4.4.10 Digital Operating System/Customer Engagement Center

Customer Engagement Center (“CEC”) is the nerve center for the country wide Managed Services Operations for

Inbox Business Technologies. Centrally located in Karachi and having a Disaster Recovery & Business Continuity Site

in Islamabad, the CEC work 24/7 to monitor the operations and respond to incidents & events.

CEC focuses not only on resolving the customer issues but also improve customer satisfaction, drive loyalty through

value creation and provide proactive engagement with customers for long term relationship.

The CEC distinguishes the Managed Services Program of Inbox Business Technologies from any other player in the

market. The setup uses state of the art and integrated technologies to bring efficiency and visibility for the overall

process and comprises of:

1. Support Management System – Customized on Information Technology Infrastructure Library based

processes and procedures

2. Call Management System – with service level management

3. 24/7 Operations – With experienced technical staff & managers


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4.4.11 Support Management System

The Support Management System is built on the foundation & best practices around Information Technology

Infrastructure Library to provide prompt services to customers. Leading software “HEATsoft” is used to manage the

day to day operations related to incidents and events.

From opening of a ticket till the closure, the system helps the engineers keeping a complete record of all the activities

and tasks, measure the service levels and create a knowledge base for future reference.

The reporting engine provides a customizable dashboard which enables the on ground operational staff and senior

leadership team to monitor the health of the overall support infrastructure and take preemptive approach to avoid

incidents and keep the organization optimized and keep injecting the required skills and resources for customer

facilitation.

4.4.12 Calls Management System

With the help of a Genesis Workspace, a leading software with presence on Gartner’s Magic Quadrant – the

traditional contact center has been transformed into an integrated operations center for enhanced customer

satisfaction.

Through the advanced modules, the setup helps in proactively identifying the customer, information data base and

the customer history giving a personalized support to the end user and automatically routing the call to the engineers

having the related skill set.

The reporting engine is capable of showing the real time statistics of customer’s engagement, inbound and outbound

calls, queue handling and the Key Performance Indicators monitoring.

Apart from this, the Calls Management Systems manages the outbound reach to handle customer feedback sessions

and satisfaction levels. This operation is done through random sampling on the tickets closed along with purpose

build surveys, gauging the satisfaction level and improvement areas.

The Customer Engagement Center (“CEC”) not only enables the product & sales team to cross sell & upsell to the

existing clients but also engage new customers through product introductory calls.

4.5 MAJOR LINES OF SERVICES

4.5.1 Citizen Services & Customer Experience (CSX)

CSX services help the federal government, provincial governments and city governments realize the vision of smart

governance while doing more with less.

With focused offerings and demonstrated expertise in Urban Mass Transportation, Integrated Payment Solutions,

Urban Security, Customer Experience and the Internet of Things, IBTL is the national leader in providing technology

enabled government services.

The Company helps the Government using disruptive integrated technologies to scale & optimize their citizen

services. IBTL intends to plan, execute and manage smart city and government services using the Internet of Things

as a differentiator.

Competitive Edge

─ Credibility as a result of successfully executed mega scale projects.

─ First mover’s advantage is massive because of integration needs.


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─ Powerful alliances available in key areas.

Target Market

─ Governments

─ Retail

─ Real Estate

Solutions Offered

I. Urban Mass Transport

Inbox offers end to end ecosystem services and products employing latest technologies in GPS tracking, Radio

Frequency Identification (“RFID”) and Near Field Connectivity (“NFC”) payments as well outsourcing of mega city

transportation projects as a managed service. We are already running operations responsible for efficient travel with

extremely high satisfaction of over 100 million passengers a year.

Inbox has already implemented following systems for Punjab Metro Bus:

Automated Fare Collection Systems

Bus Scheduling Systems

II. Urban Security

With specialized surveillance solutions and consultancy services for schools, universities, community centers,

shopping malls, and office campuses, Inbox aims to take physical security awareness and threat recognition to

unprecedented levels by mixing cutting edge analytics with innovative perimeter based defenses. The Company’s

innovative solutions not only help existing security become significantly more effective they also enable threat teams

based on a hub spoke model to respond much faster providing a valuable window of opportunity in which valuable

lives can be saved.

III. Customer Experience

Inbox enables government offices with feedback platforms, for citizens, using the process knowledge and latest

technology.

IV. Internet of Things (“IoT”)

IoT enables the third wave of innovation as cheap sensors relay data to the cloud for predictive and prescriptive

analytics. Effective control, monitoring, tracking and management of city systems, products and services utilizing the

Internet of Things is now possible in real time.

Inbox expertise in citizen services, sensors, cloud applications, analytics etc. provides an edge in Internet of Things

for the Public and Private Sector.

4.5.2 Enterprise Management Service (EMS)

EMS allow customers to focus on their core business workflows, innovation and differentiation to compete with the

peace of mind that IBTL is managing essential back office services. Some of the largest businesses including several

multinationals rely on IBTL as the leader for managed services in the Enterprise.

The business services offered under EMS cover the areas of IT Services Management, IT Operations Management,

Resource Outsourcing, Remote Management & Maintenance and Digital Content Management.

Competitive Edge


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─ Established and reputable clients in key verticals.

─ 24/7 IT Management nerve center capability.

─ Return on Investment (“ROI”) and Total Cost of Ownership (“TCO”) based business case expertise.

Target Market

─ Telecoms

─ Banks

─ Other Large Enterprises

Solution Offered

I. IT Services Management

IBTL enables higher productivity and efficiencies in IT department of clients with standards based IT services

management. IBTL manages the entire IT services management lifecycle of request, plan, approve, change, audit

and control.

II. IT Operations Management

IBTL gathers performance, capacity utilization, and availability status data for the server, networking and application

domains and gives health and performance metrics in a unified view simplifying IT operations management. Using

trends analysis and correlation engine results in proactive stance allowing for optimal uptime and IT operations

health.

III. Remote Management

Provides 24/7 proactive support to client, reducing downtime and is the fastest way to respond to events and

incidents in client’s IT operations across server, storage, networking and application domains.

IV. Digital Content Management

IBTL enables a content management solution for clients that maximizes a paperless environment and creates an

optimal flow for faster processes and automatic processing of tasks that would otherwise be manual and slower.

4.5.3 Digital Security & Intelligence (“DSI”)

The Company has two state of the art Managed Security Operating Centers (“MSOC”) in Islamabad and Karachi. The

Company act as an extension of client’s security team and provide 24/7 threat assessment for a proactive and

adaptive security posture.

Penetration Testing, Security Platform Management, Endpoint Management, Vulnerability Assessment and

Management at both applications & devices level and Security information and event management (“SIEM”) are

some of the services MSOC provides to customers.

Competitive Advantage

─ First 24/7 Managed Services Security Center in two locations.

─ Capability to create Proof of concept for clients.

─ Computer Security Incident Response Team based on international standards.

Target Market

─ Telecoms


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─ Banks


Solutions Offered

I. Threat Monitoring and Intelligence

Threat monitoring is an effective proven tool that works as part of a broader technology enabled proactive security

posture that can utilize this intelligence and act on it.

Advanced analytics ensure that threat intelligence data related to threats that endanger clients’ network is given to

security teams. This allows them to detect and respond to threats effectively and efficiently.

II. Endpoint Management

IBTL securely manages and continually monitors clients’ endpoints giving full visibility into how they are being used.

IBTL uses technology that breaks the exploit cycle of sophisticated attacks on endpoints utilizing the most advanced

cyber security techniques available.

III. Vulnerability Management

IBTL identify critical flaws and exposure that hackers can exploit in clients operating systems and applications. The

solution uses external and internal scans to detect, identify and fix vulnerabilities. By automating vulnerability

management, IBTL mitigates risks to critical assets and have a simplified focused approach to security that works.

IV. Platform Management

IBTL’s platform management service supports all industry‐leading security platforms and helps clients manage them

efficiently. This offering utilizes global best practices and policies to optimize the security environment for clients’

data and information technology assets.

IBTL’s consultants look at clients’ existing security environment, business strategy goals and IT’s operational plan

and technology roadmap to support them. IBTL then recommends a strategy and work with clients to implement

this plan as a managed or co‐managed solution.

4.5.4 Cloud & Converged Systems Integration (“CSI”)

CSI offers customers the ability to avail from the most advanced data center technologies in existence. IBTL helps IT

departments become service brokers to their organizations by partnering them on their journey to the hybrid cloud

with extreme efficiencies and savings.

The business services IBTL offers under CSI are in the areas of Cloud, Software Defined Data Centers, Software

Defined Networking, Hyper‐convergence infrastructure for Enterprise IT and next generation Packet Core Solutions

for Telecom.

Competitive Edge

─ No large cloud focused System Integrator in Country.

─ Alliances are key in this space. IBTL has alliances with Tier I names.

Target Market

─ Public Sector

─ Telecoms


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─ Banks


Solutions Offered

I. Software Defined Networking (“SDN”)

Within the Cloud Management layer, IBTL provides SDN solutions and services for wide‐area, cloud, and data center

networks. For the Application and Control layer, IBTL offers network function virtualization using cloud solutions.

IBTL helps customers implement new services on various SDN Controllers, enable SDN support for transport

networks, and provide conformance testing of multi‐vendor SDN/hybrid networks.

II. Software Defined Wide Area Network (“SD‐WAN”)

This solution allows clients to leverage existing transport networks to provide connectivity across branch and remote

networks. Automatic and orchestrated provisioning of WAN connectivity and control is enabled using existing

underlay networks. This is done with a real time dashboard showing network health.

III. Hyper‐ Converged Infrastructure

IBTL helps Integrating computer and storage into a single server deployed in scale‐out clusters. This allows

operational simplicity using one click infrastructure management, and seamless identification & remediation of

problems becomes proactive and seamless.

IV. Cloud Solutions

IBTL offers the latest solutions for enterprises and Cloud Service Providers for their internal private cloud, hybrid

cloud or public cloud offerings.

V. Packet Core Network Solutions

This solution is focused towards telecom companies. IBTL helps to route traffic efficiently, ensure fair use, optimize

media and content delivery. Clients’ subscribers get better quality of experience without adding commensurate

bandwidth. Traffic classification via Deep‐Packet Inspection (“DPI”) ensures bleeding edge networking intelligence

for better decision making and compliance purposes. Meanwhile our caching solutions take frequently accessed

content off clients’ WAN infrastructure for tremendous savings.

4.5.5 Revenue Break Down by Major Lines of Business

44%

56%

2016

CSX Total CSI and Others

90%

10%

2015

CSX Total CSI and Others


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4.6 MAJOR CUSTOMERS Following are some of the key customers of the Company:

Sr. No.

Key Customers Year of Association

Nature of Services Status

1. Punjab Metro Bus Authority

2012

Development, Implementation, Operations and Long‐Term Maintenance of globally proven Deployed Automated Fare Collection and Bus Scheduling System (“AFC‐BSS”) for the:

1. Lahore Metro bus System and Feeder

Routes

2. Rawalpindi Islamabad Metro bus System

3. Multan Metro bus System and Feeder

Routes

Existing

2. Pakistan Telecommunication Company Limited

2006

1. Provided operation & maintenance support, helpdesk support on turnkey basis.

2. De‐packet Inspection & Policy Control and Reporting Function Services for PTML from PTCL Broadband Traffic Management Network

Existing

3. Mobilink 2009 Provided IT help desk service Existing

4. United Bank Limited 2002 Provided maintenance support on Next Generation Firewall (Palo Alto Network Equipment).

Existing

5. Huawei Technologies (Pakistan) Private Limited

2016 Provided services for an integrated Command and Control Centre for Punjab police

Existing

6. Standard Chartered Bank

2010 Provided desktop support services + LAN setup. Existing

7. Excise & Taxation, Govt. of Punjab

2014 Provided Automatic Number Plate Recognition Closed

8. Dawood Hercules Corporation Limited

2005 Provided support and services on hardware. Existing

9. Akzo Nobel Pakistan Limited

2013 Provided support and services on hardware and helpdesk support services.

Existing

10. ICI Pakistan Limited 2006 Provided support and services on hardware and helpdesk support services.

Existing

11. Engro Corporation Limited

2008 Provided support and services on network cabling and helpdesk support services.

Existing

12. State Life Insurance Corporation of Pakistan


13. Institute of Business Administration


14. Meezan Bank Limited 2008 Provided IT helpdesk support services. Existing

15. Pakistan Telecommunication Authority

2007 Provided Internet Traffic Management System. Closed


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4.7 AWARDS AND RECOGNITION

Year Awarding Company Award Title

2001

First Intel Premier Provider

2002

Volume Sales Achievement Award by Intel

2002

Server Achievement Award by Intel

2005

Rated as the highest selling PC Brand in Pakistan

2005

ISO 9000 : 2001 Certification

2006 Achievement Award for Highest Year‐on‐Year Revenue Increase

2007 Microsoft Partner Program Award

2007

Recognized by Super Brands, UK as the leading IT brand in Pakistan

2008 IBM Fastest Growing Business Partner

2008 Microsoft Partner Program Award

2009

ISO 9000 : 2008 Certification

2011 IBM Large Transaction Award

2011 Microsoft Country Partner of the year

26.67%

46.67%

26.67%

5 years or less 10 years or less 15 years or less

Association of Customers with IBTL


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2013 Microsoft Partner Network Excellence Award

2013 Oracle Partner of the year across Asia Pacific

2014 Oracle Excellence Award

2016

ITIL Certification

2016

Awarded largest IT company in Pakistan in terms of Domestic Revenue by Pakistan Software Export Board

2017

ISO 20000 & ISO 27001 Certification (In progress)

2017

Best IT firm in terms of domestic revenue by Rawalpindi Chamber of Commerce & Industry

2017

ISO 9000 : 2015 Certification (In Progress)

4.8 GLOBAL AND REGIONAL PARTNERSHIPS

Principle Relationship

Enterprise Management Services (“EMS”)

Heat Software Authorized Partner and Reseller (only authorized exclusive partner in Pakistan)

OP5

Authorized Reseller

Centrify

Authorized Reseller

Cloud and Converged Systems Integration (“CSI”)

Viptela Partner/Technology Alliance

Nutanix Authorized Reseller

Huawei

Value Added Tier 1 Partner

CISCO

Registered Partner

Lenovo Tier 1 Partner

Oracle Gold Partner


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Microsoft Cloud Services Provider

Dell

Tier 1 Partner

Vmware Standard Partner

Sandvine Foreign Supplier

Westcon Distributor

Mindware

Distributor

Greaves Pakistan Local Supplier

PaloAlto Tier 1 Partner

Digital Security and Intelligence (“DSI”)

Intel Security – McAfee

MSSP Partners

Symantec Bluecoat Registered Partner

ObserveIT Exclusive Partners

Imperva Exclusive Partners

WurldTech Exclusive Partners

Kaspersky Standard Partner

SnoopWall

Standard Partner

MobileIron Exclusive Partners

Citizen Services and Customer Experience (“CSX”)

Telenor

Application Development Partner

Easy Paisa

Mobile Financial Services Partner for Transportation Sector

Kentkart Tier I Partner

Asis

Tier I Partner


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Shopper Trak Authorized Partner

Wavetech Authorized Partner

Data Log Authorized Reseller

4.9 DAWOOD HERCULES GROUP OVERVIEW

Dawood Hercules Group (the “Group”) is one of the largest conglomerates in Pakistan, with over three generations

of experience in commercial and social enterprises, has investments in fertilizers, food, energy, IT, retail and real

estate.

The Group has rich heritage dating back to the era of pre‐partition, initiated by the Group Founder, Mr. Ahmed

Dawood who formed the Dawood Group in 1948. The holding company initially served the textile sector of the

Country by establishing the Dawood Cotton Mills Limited in 1952, Burewala Textile Mills in 1954 and acquisition of

Lawrencepur Woolen & Textile Mills in 1960. In momentous moment, the Company also established Pakistan’s first

ever Nylon Yarn Producer factory by the name of Dilon Limited.

Major footprint was also established in the chemical sector with the establishment of Dawood Hercules Chemicals

Limited in 1968, acquisition of Engro Chemical Pakistan in 2006 and HUBCO in 2012. Furthermore, the Group also

expanded into other sectors with the establishment of Central Insurance Company Limited in 1960 (subsequently

converted to Cyan Limited in 2011), Elixir Securities in 2002 and Inbox Business Technologies in 2004.

Currently, the Group’s major holdings include Engro Corporation, Hub Power Company, Cyan Limited, Dawood

Lawrencepur, Tenaga Generasi, Pebbles Pvt. Limited and Inbox Business Technologies. The Group owns majority

stake in IBTL through Patek (Pvt.) Limited.

The Group is a partner in Pakistan’s growth and prosperity, and this ethos serves as the foundation of its business operations.

4.10 INDUSTRY OVERVIEW

Worldwide Information and Communication Technology (“ICT”) is proving instrumental in modernizing governance,

increasing transparency, improving public service delivery, and reducing information costs along the value chain for

businesses. The Government is mindful of these global changes and is proposing interventions to keep the Country

abreast with these changes.

4.10.1 Technology and Communication Sector of PSX1

Company Name Last year

Avg. Price2 Market Cap

(mn)3 LTM EPS4 BVPS5 LTM P/E6 P/B7

TRG Pak Limited 35.94 28,409 0.17 23.47 306.41 2.22

Telecard Limited 3.52 1,254 (0.73) 7.94 NA 0.53

Systems Limited 65.52 10,263 4.64 26.3 19.91 3.52

Pak DataCom Limited 73.06 613 1.21 81.10 51.72 0.77

Netsol Technologies Limited 59.92 6,660 3.10 62.67 24.08 1.19


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Avanceon Limited 33.72 5,841 2.96 19.9 18.67 2.78

Average8 28.60 1.80

Median 22.00 1.70

These are not necessarily direct competitors of IBTL, but a list of all the technology companies that form part of the “Technology & Communication” sector of PSX. The communication companies have not been stipulated in this comparison. ______________________________

1 All financial information is sourced from audited / unaudited financial accounts of the respective companies 2 Price calculated as average of closing prices from January 1st, 2016 to December 30th, 2016 as listed on the PSX 3 Market Capitalization is based on share price as at 27th March, 2017 4 Last twelve months earnings are calculated as last twelve months from December, 2016 except for Systems Limited and Avanceon Limited

whose earnings are for the yar ended December 2016 5 Book value per share is calculated as at December, 2016 6 Last twelve month P/E is calculated as the day end closing price of March 27th, 2017 divided by last twelve months profit from December 2016 7 Price / Book is calculated as the day end closing price of March 27th, 2017 divided by book value as of December 2016 8 Average LTM P/E does not include TRG Pakistan and Telecard Limited

4.10.2 Major Unlisted Competitor

There is limited organized or structured competition for IBTL in most of the line of services it operates in. However

the Company faces sporadic competition in certain projects and face none in others. Major reason for this

occurrence is because IBTL has a collectively extensive portfolio of solutions, skill set or expertise that are required

to undertake and deliver large scale managed services contracts today. Some of the notable competitors are as

follows:

1. Techaccess Pvt Ltd

Techaccess is a local organization and has been predominantly a Sun Microsystems hardware partner and

have branched into Oracle solutions and Data centers amongst other areas. They compete with Inbox in

certain bids especially when data centers or Oracle technology stack is a major component.

2. Infotech Pvt Ltd

Infotech Pvt Ltd are partners with IBM, Oracle and Microsoft and has been involved in data centers and

oracle applications projects. They are believed to have projects outside of Pakistan in Africa and Middle

East and are known to have developed certain IP on trading software. They normally compete with Inbox

on large infrastructure projects. They were recently awarded the 2nd largest IT firm in terms of domestic

revenue at the time when Inbox was awarded the largest IT firm in the country.

3. Jaffer Business Systems

Jaffar Business Systems are a large Oracle platform player amongst other offerings and have also

undertaken managed services contracts in the Country.

4. Document World Pakistan (“DWP”)

DWP competes against Inbox in some of the large managed service projects.

These are among the large IT players in the Country. As far as IBTL’s forte of managed services projects are concerned,

it doesn’t face a major competition. Even in ever growing Cloud convergence and System Integration (CSI) space,

including software defined networks and managed security services, IBTL has the experience base and skill set to

deliver on potential projects.


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4.10.3 Pakistan ICT Spending

─ Total domestic Information and Communications Technology spending is USD 2,078 million.

─ ICT Spending of Pakistan is 0.7% of GDP currently which is well below the spending in regional countries.

─ Majority of the local hardware demand is met through imports.

Pakistan ICT Spending (USD million)

Domestic revenue 500

Imports 1,578

Total spending 2,078

Sources: State Bank of Pakistan, Pak. Software Export Board, Ministry of Information Technology

4.10.4 Pakistan ICT Revenue

─ Total Information and Communications Technology revenue of local industry is USD 3,000 million.

─ Majority of revenue is in the form of export of IT services.

─ IBTL has a market share of approximately 9% in domestic revenues.

─ Annual Revenue of IT industry is expected to exceed USD 5 billion by 2020 (PSEB) suggesting CAGR of ~14%

in next 4 years.

Pakistan ICT Revenue (USD million)

Exports 2,400

Domestic revenue 500

Freelancers 100

Total revenue 3,000

Sources: State Bank of Pakistan, Pak. Software Export Board, Ministry of Information Technology

4.10.5 Recent Developments in IT Sector of Pakistan

Information and Communications Technologies (“ICT”) are a key driver of innovation, economic competitiveness and greater social inclusion. Pakistan Vision 2025 seeks to lay the foundation of a knowledge economy by promoting efficient, sustainable and effective ICT initiatives through synergic development of industrial and academic resources. Due to the large youth bulge, Pakistan has strong digital potential to develop a knowledge‐based industry fostering innovation and entrepreneurship.

According to Vision 2025, urgent attention will be paid to computer literacy, and strengthening Pakistan’s IT infrastructure. Pakistan will drive wider Broadband Internet access, facilitate access to computers, and ensure the requisite education and training in schools to improve technological readiness.

Pakistan cannot rely on ICT infrastructure development alone. A holistic strategy will be followed to create conditions for skills, innovation and entrepreneurship to flourish alongside modern infrastructure. Strengthening data protection and Intellectual Property rights laws will be a key component of this strategy. Introduction of e‐education, e‐commerce, e‐health and e‐government, in addition to improving governance, will increase the adoption and promotion of technology in the Public Sector. Pakistan is poised to move to the next level in ICT sector with a very talented youth and workforce. Visioning the growth of IT sector, Government plans to establish ICT parks all over the Country.


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4.10.6 National IT Policy 2016

Pakistan with 60% of its 200 million population in the 15 to 29 age group represents an enormous human and

knowledge capital potential. Pakistan has more than 2000 IT companies & call centers and the number is growing

every year.

Pakistan has 14 Software Technology Parks covering an area of one million square feet. A number of world class

technology parks are already in the advance stages of development. Pakistan’s IT exports have grown twenty folds

over the past decade to $2.4 billion. In addition, annual revenues from freelancing and the domestic markets are

$90‐100 and $500 million respectively.

The policy will serve as the foundation pillars for the construction of a holistic Digital Ecosystem with advanced

concepts and components for the rapid delivery of next generation digital services, applications and content.

4.10.7 Smart Cities

Pakistan Vision 2025 aims at transforming urban areas into creative, eco‐friendly sustainable cities through improved

city governance, effective urban planning, efficient local mobility infrastructure (mass transit systems) and better

security to make urbanization an important driver of growth.

These improvements will be the first step in developing ‘smart cities’ ‐ that are capable of adapting to increasing

complexity and demand for knowledge communication given urban expansion. To be able to cope adequately to

increasing populations and city size with respect to providing public services, real‐time updates on city traffic

patterns, pollution, crime, parking spaces, water and power will be required. Therefore, the cities must be equipped

to transfer such vast amounts of data instantaneously. Vision 2025 seeks to ensure that Pakistan’s cities are digitally

connected, equipped with wireless network sensors and there is e‐connectivity in all parts where the free flow of

information is possible, thereby laying the foundations for the cities of Pakistan to be smart and creative.

4.10.8 Establishment of Technological Parks

Government intends to establish technological parks to enhance the national technology base, develop efficient

systems in public and private sectors, promote R&D, produce goods and services of global standards, develop a

regional innovation system, facilitate the transfer of knowledge and technology from universities and public research

centers to the business sector, stimulate quality in all management processes, and to oversee the quality of the

research, development and innovation activities carried out. The parks will contribute, through technology and

innovation, to increasing business competitiveness and development in Pakistan.

The parks will provide a platform for Government, academia and private sector collaboration to capitalize on and

intensify existing research & development in order to create competitive products and services in a global context,

and act as a point of convergence for science, technology and innovation policies in the pursuit of the development

of knowledge based society.

4.10.9 Modernizing Transportation Infrastructure

Development of modern transportation infrastructure plays a pivotal role in economic development and attracting

investments. Pakistan Vision 2025 seeks to establish an efficient and integrated transportation system that will

facilitate the development of a competitive economy.

4.10.10 IT Sector Spending

Punjab leads the way with highest IT and governance expenditure. Following table depicts the IT sector spending

province wise for the FY 2016 – 17.


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Expected IT and Governance Expenditure

Province Expenditure (PKR million)

Punjab 13,950

Sindh 698

Baluchistan 300

KPK 689 Source: Budget Document, Punjab IT Board

Punjab is anchoring the IT sector with the highest spending among other provinces. It is noteworthy that Punjab

spends a significant portion of its Governance budget on IT related services. During FY 2016 – 17 it is expected to

spend more than PKR 10 billion on Police command and control center.

Since Government of Punjab is focusing towards innovation, modernization and its spending is inclined towards IT

related expenditure, this transformation presents a tremendous opportunity for the Company to capitalize its future

growth.

4.10.11 Historical IT Sector Spending

Pakistan has increased its expenditure on IT and Governance during the last few years with Punjab leading the way

with an increase of 63% in expenditure as compare to the last year. Similarly, Sindh and Baluchistan have also

increased their spending by 33% and 18% respectively.

Historical IT and Governance Expenditure (PKR million)

Province 2016 – 17 2015 – 16 2014 – 15

Punjab 13,950 8,540 7,393

Sindh 698 523 355

Baluchistan 300 254 384

KPK 689 1,154 1,058

Source: Budget Document, Punjab IT Board

4.10.12 Global and Regional IT Trends

The global managed services market is valued at USD 140.53 billion in 2016 and is expected to reach USD 268.25

billion by 2022, at a CAGR of 11.4% and Asia‐Pacific is expected to post the highest growth during the same period.

Trends in the MENA region highlight the following:

1. Public Cloud market in Middle East North Africa is expected to grow at more than 20% per year,

increasing to USD 1.45 billion by 20191.

2. Managed Services market is expected to be USD 3 billion plus in Middle East by 2018 growing roughly 19%

a year1.

Pakistan’s ICT spending as a % of GDP is 0.7% compared to average Emerging Market Spending of 4.9%. This suggests

significant room for improvement in the country especially in light of Pakistan’s incumbent induction in the Emerging

Markets (“MSCI”).

_______________________________ 1 Frost & Sullivan, Gartner, McKinsey, International Data Corporation


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4.11 RISK FACTORS

4.11.1 Operational Risk / Concentration Risk

A major portion of the Company’s revenue is generated from the public sector. Any cuts in the public spending for

IT may have negative consequences for IBTL’s business. However, it is added that large government projects that

Inbox is involved in are mainly at a provincial level and have been running smoothly since 2012. Additionally, it is

expected that provincial governments will continue with automation which Inbox is in a good position to capitalize

on.

The mitigation strategy for this is two pronged:

1. Many contracts are long term in nature and are relatively extensive, providing substantial risk mitigation.

Secondly, the nature and significance of contracts (for example Metro bus contracts) reduces the risk of

midway termination.

2. The Company is actively developing business in the private sector in order to mitigate the concentration

risk posed by the public sector.

4.11.2 Sector Risk

Sector Risk is the risk that macroeconomic conditions deteriorate and IT sector as a whole suffers due to lower

spending by public and private organizations. Risk associated with local technology industry at a macro level are low

as the overall economy is progressing with private companies and public organizations turning towards the digital

eco‐system to help them achieve their goals of efficiency, customer experience and scale. New entrants are also

coming into the market, and like in any growing economy in the world, IT spend also grows as part of GDP. Hence, a

steady growth in the overall IT spend in the country is expected with organizations investing more in technology to

keep pace with the ever rapidly changing environment and to keep their bottom lines profitable.

4.11.3 Foreign Exchange Risk

The Company is exposed to foreign currency risk on purchase and sales that are entered in a currency other than

Pakistan Rupees. As the Company imports items of stock and software licenses, any appreciation in foreign

currencies can have an adverse impact on the Company’s operations and cash flows.

4.11.4 Liquidity Risk

Inbox Business Technologies Limited utilizes various financing facilities during the regular course of business

operations, which opens it up to risk of not being able to meet its financial obligations on time using internal liquidity.

Failure to pay dues on time may result in weakening creditability, higher costs of future financing, and damage to

reputation. However due to efficient working capital management, the Company has been able to meet its liquidity

requirements and has been making regular repayments against its financial obligations.

4.11.5 Technology and Obsolescence Risk

IBTL is exposed to technology risk being an IT based Company and technology redundancy can create operational

difficulties for the Company.

IBTL has transformed its business offerings from time to time in order to keep pace with the market demands. IBTL’s

current portfolio has a basket of offerings that helps Company offer the accurate managed services solutions to its

customers for their rapidly changing digital needs.


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The Company will need to maintain investment in expanding, modernizing and upgrading its IT facilities and keep

pace with advancements in technology in order to remain competitive in the future. A failure to do so may result in

lower efficiency relative to the industry, leading to diminishing sales and market share.

4.11.6 Working Capital Management Risk

Since a major portion of the Company’s revenue is driven by Public Sector, delays in payment from the Government

will make it difficult for the Company to finance its working capital requirements.

4.11.7 Capital Market Risk

After being listed on the securities exchange, the price of the Company’s shares will be determined by market

behavior, wider macroeconomic events and the Company’s performance. Hence, the value of shares will fluctuate

based on movements in the securities market.

4.11.8 Legal Risk

There is a risk that unanticipated changes in regulations could have an adverse impact on the Company. However,

such regulatory changes could reasonably be expected to affect all players within the sector and would therefore

not affect the Company’s position or business in isolation.

4.11.9 Interest Rate Risk

The Company has entered into various types of long term and short term loans / financing in order to finance its

projects and meet working capital requirements. Any unforeseen increase in interest rates will increase the cost of

borrowing for the Company and may adversely affect its profitability, as existing debts are based on floating rates.

4.11.10 Under‐Subscription Risk

The issue of shares of Inbox Business Technologies Limited may get under‐subscribed due to lack of interest on part

of the investors. In such a case, the book building process shall be considered as cancelled if the Company does not

receive bids for the number of shares allocated under the Book Building Portion and the bid money submitted by

investors shall be refunded accordingly.

Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS BEEN

INTENTIONALLY CONCEALED IN THIS RESPECT.


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5 FINANCIAL INFORMATION

5.1 SHARIAH COMPLIANCE The Company has been declared as Shari’ah compliant by Mufti Ibrahim Essa. The Company’s debt profile as of 31st,

2016 including short and long term is given in the below table:

Description Outstanding Amount (PKR)

Long‐term loans 346,846,829

Short term borrowings 1,751,101,125

During the first quarter of 2017, the Company has converted its conventional financing facility to Islamic financing.

Details of the conversion into Islamic financings are given below:

Description Outstanding Amount (PKR)

Facility (a) ‐ IJARAH‐ (Sale and Lease Back) 68,892,225

Facility (b) ‐ IJARAH‐ (Sale and Lease Back) 350,710,789.33

Total 419,603,014.33

Based on the screening performed by Mufti Ibrahim Essa, all the required criteria for being a Shari’ah compliant

company were met.

Please refer to Section 5.2 for the Shari’ah Certificate.

Profile of Shari’ah Advisor

Mufti Ibrahim Essa is a well‐known recognized Shari’ah Scholar in the field of Islamic Banking and Takaful. He has

completed his Darse Nizami (Masters in Quran and Sunnah) and Takhassus fil Ifta (Specialization in Islamic

Jurisprudence) from Jamiah Darul Uloom Karachi. Currently he is working as teacher and Member of Darul Ifta

Jamiah Darul – Uloom Karachi.

Mufti Ibrahim Essa is also associated as Chairman Shari’ah Supervisory Board – Sind Bank Limited and Member

Shari’ah Board Habib Metropolitan Bank Limited. He was associated with Ernst & Young Ford Rhodes Sidat Hyder &

Co as Shari’ah advisor from 2007 to 2015. He is also the Shari’ah advisor of number of Islamic Financial Institutions

including National and International including Equitable Financial Solutions (Australia), ORIX Leasing Pakistan

Limited, EFU Takaful etc. Number of Charitable Institutions including The Indus Hospital, The Citizens Foundation,

Layton Rehmatullah Benevolent Trust, The Hunar Foundation, etc. take Shari’ah advices from him on their Zakat and

Donation matters. He has also written more than two thousand Fatwa on different topic


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5.2 SHARI’AH CERTIFICATE


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5.3 AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS OF INBOX BUSINESS TECHNOLOGIES LIMITED


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5.4 AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID‐UP‐CAPITAL OF THE COMPANY


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5.5 SHARE BREAK‐UP VALUE CERTIFICATE


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5.6 MANAGEMENT ACCOUNTS FOR THE QUARTER ENDING 31ST MARCH, 2017


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5.7 SUMMARY FINANCIAL HIGHLIGHTS OF INBOX BUSINESS TECHNOLOGIES LIMITED1

(Amounts in PKR millions) As at and for the year ended December 31st

20122 2013 2014 2015 2016Income Statement3 Revenue 6,069 2,612 3,439 3,648 4,445 Cost of Goods Sold 5,380 2,079 2,660 2,624 3,174 Gross Profit 689 533 779 1,024 1,272 Operating Profit 438 309 521 638 698 Depreciation and Amortization 36 42 72 204 188 EBITDA 474 352 593 842 886 Financial Charges 174 137 198 276 323 Profit before Taxation 264 172 323 362 375 Profit after Taxation 211 183 321 362 267 Balance Sheet4 Non‐Current Assets 322 350 721 932 1,098 Current Assets 2,805 2,983 3,937 3,321 4,154 Total Assets 3,127 3,333 4,658 4,254 5,252 Equity 642 545 745 610 877 Long‐Term Debt 400 383 535 209 347 Short‐Term Borrowings 343 324 671 1,441 1,751 Non‐Current Liabilities 442 454 579 248 369 Current Liabilities 2,043 2,334 3,334 3,396 4,006 Net Debt 693 663 910 1,435 1,902 Stock‐in‐trade 55 100 285 126 164 Trade debts 2,206 2,342 2,801 2,291 2,718 Trade and other payables 1,270 1,596 2,203 1,876 2,152 Cash Flow Statement Cash Flow from Operating Activities (273) 40 115 (312) (13)Cash Flow from Investing Activities (89) 63 (422) (424) (410)Cash Flow from Financing Activities 367 (109) 560 654 404 Net increase in cash and cash equivalents 5 (6) 253 (82) (19)Cash and cash equivalents at the beginning of the year 45 50 44 297 215 Net Cash Balance 50 44 297 215 196 Fixed Capital Expenditure 80 42 342 580 445 Growth

Sales Growth (%) ‐ ‐57% 32% 6% 22%

EBITDA Growth (%) ‐ ‐26% 69% 42% 5%Profit after Taxation Growth (%) ‐ ‐13% 75% 13% ‐26% Margins Gross Profit Margin (%) 11% 20% 23% 28% 29%EBITDA Margin (%) 8% 13% 17% 23% 20%Profit after Taxation Margin (%) 3% 7% 9% 10% 6% Earnings Ratios Earnings per Share – Basic 35.72 31.08 45.24 51.00 37.59


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Earnings per Share – Restated5 3.57 3.11 4.52 5.10 3.76 Break‐up Value per Share – Basic 108.84 92.36 104.98 85.90 123.49 Break‐up Value per Share – Restated5 10.88 9.24 10.50 8.59 12.35 Return on Equity (%) 33% 34% 43% 59% 30%Return on Assets (%) 7% 6% 7% 9% 5% Balance Sheet Ratios Fixed Asset Turnover (x) 18.9x 7.5x 4.8x 3.9x 4.0xAsset Turnover (x) 1.9x 0.8x 0.7x 0.9x 0.8xCapex to Total Assets (%) 3% 1% 7% 14% 8%Current Ratio (x) 1.4x 1.3x 1.2x 1.0x 1.0xInventory Turnover (days) 4 17 39 17 19 Receivables Turnover (days) 133 327 297 229 223 Payables Turnover (days) 86 280 302 261 248 Leverage Ratios Long‐Term Debt to EBITDA (x) 0.8x 1.1x 0.9x 0.2x 0.4xNet Debt to EBITDA (x) 1.5x 1.9x 1.5x 1.7x 2.1xLong‐Term Debt to Equity (x) 0.6x 0.7x 0.7x 0.3x 0.4xLong‐Term Debt to Total Assets (x) 0.1x 0.1x 0.1x 0.0x 0.1xTotal Debt to Equity (x) 1.2x 1.3x 1.6x 2.7x 2.4xTotal Debt to Asset (x) 0.2x 0.2x 0.3x 0.4x 0.4xEBITDA/Interest (x) 2.7x 2.6x 3.0x 3.1x 2.7x(EBITDA – Capex) 394 309 252 262 442 (EBITDA – Capex)/Interest (x) 2.3x 2.3x 1.3x 0.9x 1.4x Number of Shares Outstanding (‘000) 5,900 5,900 7,101 7,101 7,101 Number of Shares Outstanding (‘000) post issue of bonus – Restated6

59,002 59,002 71,012 71,012 71,012

________________________________

1. As a result of approval of Scheme of Arrangement for Demerger (the demerger scheme) dated June 29, 2015 by Honorable High Court of

Sindh under Sections 284 to 288 of the Companies Ordinance, 1984, Inbox Business Technologies Limited (IBTL) transferred its net assets of

the ‘Applications Undertaking’ (valuing approximately PKR. 300 million) to Inbox Consulting (Private) Limited effective from 30th September

2015

2. The revenue for the year FY12 included a one off contract pertaining to Laptop Scheme introduced by Higher Education Commission (HEC)

3. Special purpose Income Statement to reflect the status of splitted financial performance of existing business after demerger

4. The figures for Balance Sheet and Cash flow Statement for the year ended December 2015 and 2016 reflects the position on stand‐alone

basis, whereas preceding years figures reflect the collective position prior to demerger

5. EPS and BVPS are restated for 2016 and prior years based on the number of shares post bonus issue of 63.9 million shares

6. The Company capitalized its reserve by issuance of 63,911,070 ordinary shares of PKR 10/‐ each as bonus shares in the ratio of 900:100,

900% on ordinary shares held by existing members


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5.8 FINANCIAL ANALYSIS OF PEER GROUP LISTED COMPANIES The Companies listed on Pakistan Stock Exchange Limited under Technology & Communication sector are not direct

competitor of the Company. However Systems Limited and Netsol Technologies are deemed to be the closest

competitor.

0.59

4.64

3.76

Netsol Systems Inbox

Earnings per Share 2016

1.0%

17.7%

30.4%


Return on Equity 2016


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29.00%

29.75%

28.61%


GP Margin 2016

2.00%

19.22%

6.00%


NP Margin


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5.9 MANAGEMENT NOTE ON BREAK‐UP VALUE PER SHARE

5.9.1 As of 31st December, 2016

Subsequent to 31st December, 2016 Inbox Business Technologies Limited issued 63,911,070 ordinary shares by way

of bonus issue to its existing shareholders. Thus, the total paid‐up capital of the Company increased from PKR.

71,012,300 to PKR. 710,123,000. Below is a management note that calculates the break‐up value per share on

audited financials as of fiscal year ended 31st December, 2016 based on the revised paid up capital post issuance of

bonus shares:

Inbox Business Technologies

Limited (PKR)

Issued, Subscribed and Paid up Capital 71,012,300

Reserves 805,914,795

Total shareholders’ equity 876,927,095

Ordinary shares of Rs. 10/‐ Post Bonus Issue 71,012,300

Break‐up value per ordinary share of Rs. 10/‐ each 12.35


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6 MANAGEMENT

6.1 BOARD OF DIRECTORS OF THE COMPANY

S. No.

Name Address Designation CNIC Partnership/Directorships in Other Companies

1

Mr. Shahzada Dawood

F‐6, Dawood

Colony, National

Stadium Road,

Karachi

Chairman 35201‐8591849‐7

Dawood Hercules Corp. Ltd.

Dawood Corporation (Pvt.) Ltd.

Engro Vopak Terminal Ltd.

Patek (Pvt) Ltd.

Engro Polymer & Chemicals

Ltd.

Sirius (Pvt) Ltd.

Dawood Lawrencepur Ltd.

The Hub Power Co. Ltd.

The Dawood Foundation

(Trustee)

Sind Paper Mills Pvt Ltd.

Engro Corp. Ltd.

2

Mr. Junaid Iqbal

40/2, Street 30, Phase 5, DHA, Karachi

Non – Executive Director

42301‐8219741‐3

E2e Business Enterprise

Salt Arts (Pvt.) Limited

Careem Networks Pakistan

(Pvt.) Limited

3

Mr. Shahid Hamid Pracha

House No. 16‐B, 3rd Central Street, Phase 2, DHA, Karachi


42301‐7734356‐7


Tenaga Generasi Ltd.

Reon Energy Ltd.

Sach International (Pvt) Ltd.

Engro Powergen Qadirpur Ltd.

4

Mr. Mujtaba Haider Khan

Bhayani Sunview, Gulshan‐e‐Iqbal, House No. 124, Block 11, Karachi


42201‐0492212‐1

Tenaga Generasi Limited

Dawood Lawrencepur Limited

Reon Energy Limited

5

Mr. Syed Hassan Imtisal Abbasi

President Apartment, House No. G‐10, Sunny side Road, Civil Line, Karachi

Independent Director

42201‐0337528‐3

Digitz (Pvt) Limited

All Pakistan Music Conference

International Advertising (Pvt)

Limited

6 Mr. Shan‐e‐Elahi

House No. 136, Block E‐1, Gulberg III, Lahore

Non‐Executive Director

35200‐5199801‐7 Inbox Consulting (Pvt) Limited

7 Ms. Kanza Afzal

House No. 27‐B/II, 1st Central Lane, D.H.A, Phase II, Karachi

Non‐Executive Director

42301‐0573281‐6 None


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8 Mr. Mir Muhammad Nasir

Flat No. 13/C, Gold Field Apartments, Clifton Block 8, Karachi

Chief Executive Officer

42301‐8322464‐5

Dawood Lawrencepur

Tenaga Generasi

Inbox Consulting (Pvt.) Limited

6.2 UNDERTAKING BY THE COMPANY AND ITS SPONSORS The Company and its sponsors undertake:

1. That neither Issuer nor its directors, sponsors or substantial shareholders have been holding the office of the

directors, or have been sponsors or substantial shareholders in any company , which:

(i) which had been declared defaulter by the securities exchange or futures exchange; or

(ii) whose TRE Certificate has been cancelled or forfeited by the Exchange, PMEX or any other registered

stock exchange of Pakistan that existed prior to integration of stock exchanges pursuant to Integration

Order number 01/2016 dated January 11, 2016 issued by the Commission due to noncompliance of any

applicable rules, regulations, notices, procedures, guidelines etc. which has been de‐listed by the

securities exchange due to non‐compliance of its regulations.

(iii) was de‐listed by the Exchange due to its non‐compliance of any applicable provision of PSX Regulation.

2. That none of the Sponsors, Major Shareholders, Directors or Management of the Company as well as the Company itself or its Associated Company / Entity have been found guilty of being engaged in any fraudulent activity. The Company have made full disclosure regarding any / or all cases in relation to involvement of the person named above in any alleged fraudulent activity i.e., pending before any Court of Law / Regulatory Body / Investigation Agency in or outside of the Country.

6.3 OVERDUE LOANS There are no overdue loans (local or foreign currency) on the Company, its directors and its sponsors. The Company, its CEO, its directors and its sponsors, under the oath, undertakes that they have no overdue payment to any financial institutions

6.4 DIVIDEND PAYOUT BY LISTED GROUP / ASSOCIATED COMPANIES

Name of Companies FY12 FY13 FY14 FY15 FY16

Dividend Per Share

Dawood Lawrencepur 5.0 1.0 ‐ 5.0 5.0

Engro Corp Ltd. ‐ ‐ 6.0 18.0 24.0

Dawood Hercules 1.0 1.0 1.0 16.0 15.5

Hub Power Company 6.0 8.0 6.5 9.5 11.0

Engro Polymer & Chemicals Ltd. ‐ ‐ ‐ ‐ ‐

6.5 PROFILES OF DIRECTORS


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6.5.1 Mr. Shahzada Dawood – Chairman

Tertiary Education Details

MSc in Global Textile Marketing from Philadelphia University

LLB from Buckingham University – School of Law

Professional Experience

Mr. Dawood currently serves as the Managing Director at Lawrencepur Woolen. He is also serving as the Chief

Executive Officer of Dawood Hercules Corporation Ltd since 2005. He has been the Chairman of Cyan Limited since

February 22, 2016. He served as the Chairman of Dawood Lawrencepur Ltd. He has been the Vice Chairman of

Dawood Hercules Corporation Ltd since 2005. Mr. Dawood has a vast experience of directorships with several other

companies as well.

He is a trustee of The Dawood Foundation, which is one of the largest public charitable trusts in Pakistan, supporting

education and health initiatives. He is an M.Sc. in Global Textile Marketing from Philadelphia University, USA, and

an LLB from Buckingham University, UK and a Certified Director of Corporate Governance from the Pakistan Institute

of Corporate Governance.

Notable Memberships

Member, World Economic Forum – Young Global Leaders

Member, The Marketing Association of Pakistan

Member, Arabian Sea Country Club Ltd.

Member – Governors Board, National Management Foundation

Member, Board of Trustees, Lahore University of Management Sciences, Pakistan

Trustee, The Dawood Foundation

6.5.2 Mr. Junaid Iqbal – Non Executive Director

Qualification

Harvard Business School Executive Education – Leadership in Financial Organizations

LUMS – Generational Transition of Family Business

University of Michigan – BA, Economics

Professional Experience and Notable Memberships

Managing Director ‐ Careem (2015 – Present)

Chief Executive Officer – Elixir Securities (2011 – 2015)

Associate Director / Head of Retail and Commodity Brokerage – BMA Capital Management Limited (2010

– 2011)

Chief Executive Officer – BMA Financial Services Limited. (2007 – 2011)

Anchor / Head of Research – CNBC Pakistan (2005 – 2007)

Head of research / official spokesperson – Securities and Exchange Commission of Pakistan (July 2005 –

Dec 2005)

Anchor / Producer / Market Analyst ‐ GEO TV Network (2004 – 2005)

Power Trader / Energy Analyst – American Electric Power (2002 – 2004)


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6.5.3 Mr. Shahid Hamid Pracha – Non Executive Director

Mr. Shahid Hamid Pracha has been associated with the Dawood Hercules Group since 2007 and served as its Chief

Executive until his retirement in October, 2014. He currently chairs the boards of Dawood Lawrencepur Limited,

Tenaga Generasi Limited, Reon Limited and Sach International (Pvt) Limited and is also a board director of Engro

Powergen Qadirpur Limited.

He has previously served as a director on the boards of Dawood Hercules Corporation, Engro Corporation, Engro

Fertilizers, Engro Powergen, Dawood Hercules Fertilizers, Hubco, Cyan Limited, Inbox Business Technologies and e2e

BE (Pvt) Limited. He led the Dawood Foundation, the philanthropic arm of the Dawood Hercules Group as its CEO

and was concurrently the first CEO of the Karachi Education Initiative, the sponsoring entity of the Karachi School of

Business & Leadership.

Prior to joining the Dawood Hercules Group, he spent a major part of his career with ICI Pakistan operations in a

variety of senior roles including a period of international secondment with the parent company in the UK.

Qualification

Graduation in electrical engineer from the University of Salford, UK

Certified director from the PICG

6.5.4 Mr. Mujtaba Haider Khan – Non Executive Director

Mr. Haider areas of expertise includes growth strategy, startups and cost transformation. He has worked for British

Telecom in a range of commercial and transformation roles including as Project Director in Global Services Division

and as the Head of Procurement for the UK wide fiber rollout program.

Qualification

MBA from Cranfield School of Management

B.S. in Computer Systems Engineering


Chief Executive Officer – Dawood Lawrencepur Limited & Reon Energy Limited (2016 – present)

Head of Strategy – Dawood Hercules Corporation (2015 – present)

Head of Strategy & Transformation, BT Fleet, a wholly‐owned subsidiary of British Telecom in London

(2013 – 2015)

6.5.5 Mr. Syed Hassan Imtisal Abbasi – Independent Director

Qualification

BA, Communication – University of Southern California


Managing Partner – IAL Saatchi & Saatchi (2016 – Present)

Chief Operating Officer ‐ IAL Saatchi & Saatchi (2006 – Present)

Creative Director – IAL Saatchi & Saatchi (1999 – 2006)

Creative Manager – Manhattan Leo Burnette (1997 – 1999)

Associate Creative Director – Maxim Advertising Pakistan (1994 – 1997)

Conceptualizer – Orient McCann Erickson (1993 – 1994)


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6.5.6 Mr. Shane‐Elahi – Non‐Executive Director

Mr. Elahi was gold & silver medalist and also the Certificate of Honor recipient by Becon House School during his A

& O levels. He represented the province Punjab in the 3rd National Science Talent Contest in Mathematics held in

year 2006 by Higher Education Commission of Pakistan. During his time at CureMD Healthcare as assistant manager,

he led a team of 25 individuals tasked with demand generation and marketing funnel optimization using inbound

marketing strategies & techniques.

Qualification

BSc Accounting and Finance from LUMS Pakistan

A Levels University of Cambridge – International Examinations, Pakistan


Dawood Hercules Corporation Limited (DH Corp) July 2016 to present

Assistant Manager – Marketing CureMD Healthcare May 2015 – June 2016

Team Lead – Marketing CureMD Healthcare May 2013 – April 2015

Business Development Manager – Plastics International Petrochemicals August 2011 – April 2013

6.5.7 Ms. Kanza Afzal – Non‐Executive Director

Ms. Afzal is currently serving as Senior Analyst at Dawood Hercules Corporation and has been associated with the

Group for around 3 years.

Qualification

Graduate in finance from Institute of Business Administration (IBA) Karachi

Chartered Financial Analyst (CFA)


In her current and prior roles, she has led corporate restructuring efforts, supported management in defining and

implementing Group’s strategy, overseen performance management functions for business units and assisted in

delivering and executing M&A deals primarily in telcom, Independent Power Producer and retail space. Her

engagement with Dawood Group also extends to capacity building and succession planning efforts through actively

leading recruitment and training processes.

Prior to joining the Group, she served as Vice President for AIESEC’s legal and financial committee and volunteered

with institutions working towards equal opportunity through training and education reforms, namely Shell Tameer,

Reading Room Project and Teach for Pakistan.

6.6 PROFILES OF KEY MANAGEMENT

6.6.1 Mir Muhammad Nasir

Tertiary Education Details

Bachelors in Finance from South Eastern University

Professional Experience


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Mr. Nasir currently serves as the Chief Executive Officer of Inbox Business Technologies Limited. He co‐founded the

company and has been involved in multiple entrepreneurial ventures in Information Technology, having an overall

experience of 14 years managing product development, strategic financial planning, sales and operations.

Mr. Nasir started a small business setup which provided the basis for formation of Inbox Business Technologies which

set out to redefine Pakistan’s computing industry with the first local computer brand, The Inbox PC. From fifteen

people, today Inbox has grown to an end‐to‐end solutions provider company having strategic partnerships with

leading international brands.

6.6.2 Mr. Zaheer Farooqi

Mr. Zaheer currently serves as Country Manager, Special Projects. He joined Inbox in July 2000 and previously served

as Executive Vice President of the Company. Mr. Zaheer is one of the founders of Inbox Business Technologies

providing his lead since its inception. He has over 18 years of extensive and multi‐dimensional experience in

operations, Supply Chain, Business Development, Administration, Customer Support and Information Technology.

Mr Farooqi also served as Partner in Virtual Services and IBS.

Qualification

He is a graduate in commerce from the University of Karachi. He is also an A+ COMPTIA certified professional and

holds a diploma in Industrial Electronics.

6.6.3 Mr. Asad Warsi

Mr. Warsi is currently serving as Chief Financial Officer at Inbox Business Technologies. He joined the Company in

January 2014.

Mr. Warsi has over 20 years of extensive professional experience in various industries. He last served as Chief

Operating Officer at Elixir Securities Pakistan Private Limited. Prior to that, he served in the same capacity at MAGM

Holdings Private Limited and AEMIL Group of Companies and as Director Finance & Legal Affairs at TMT Ventures

Limited.

Qualification:

Mr. Warsi is a Fellow Member of Institute of Chartered Accountants of Pakistan and Institute of Cost and

Management Accountants of Pakistan.

6.6.4 Mr. Shahzad Naseem Akbani

Mr. Akbani joined Inbox in February 2009 and currently serves as Chief Commercial Officer. Previously, he served as

VP Solution Design.

Mr. Akbani has 17 years of diverse experience in Business Development, Revenue Management, Consultancy and

Software Development.

Prior to joining Inbox, he served as Revenue Management Analyst at Starwood Hotel & Resorts, Brussels and served

at Sheraton Hotel & Towers Karachi in the capacity of Director Revenue Management.

He also worked as Vice President Business Development and Business Development Manager at Rkaz Technology

Partners and Real Financial Solutions respectively.

Qualification


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He holds MBA in International Marketing from Institute of Business Administration, Karachi and Bachelors in

Computer Engineering from Sir Syed Institute of Science & Technology.

6.6.5 Mr. Faez Itrat

Mr. Faez serves as Head of Cloud & Converged Systems Integration at Inbox. He joined Inbox in January 2015.

Mr Faez has an extensive experience of over seventeen years in Sales & Presales of Network Architecture at local

and international organizations. Prior to joining Inbox, he served as Technology Consultant at IBM Pakistan and as

Senior Solutions Architect at Nokia Siemens Networks.

Qualification:

He holds BE from Sir Syed University of Engineering and also holds professional certification of CISCO Certified

Network Professional.

6.6.6 Mr. Zia Saleem

Mr. Saleem joined Inbox in December 2013 and currently serves as Head of Citizen Services and Customer Experience

and Enterprise Management Services.

Prior to joining Inbox, he served as Head of Information Technology at Al‐Shaheer Corporation, as Managing Director

at Reputage Communications, and as Communications Manager at KASB.

Qualification:

He holds a Bachelor’s degree in Business and Information Technology from Curtin University Australia.

6.6.7 Mr. Shakeel Durrani

Mr. Shakeel joined Inbox in 2015 and currently serves as the Head of Digital Security & Intelligence.

Mr. Shakeel brings with him an extensive experience of over twelve years in leading projects and introducing innovative procedures in developing & promoting products. Prior to joining Inbox, he served as Grade Staff Officer II at a public sector organization. He has foreign experience of working at Massachusetts General Hospital, USA.

Qualification:

Mr. Shakeel holds BS in Electrical Engineering from Lafayette College, Pennsylvania, USA.

6.6.8 Mr. Abdul Bari

Abdul Bari joined Inbox in April 2006 and currently serves as the General Manager Human Resources & Information

Services.

Mr. Bari has an 18 years of extensive experience in Human Resources, Information Technology & Services, Business

Process Redesign and Administration. He set up HR department at Inbox and led the development of Inbox’s HR

framework, systems, policies and procedures.

Prior to joining Inbox, he served ThreeSixtyDegreez Pakistan, Sattech Pakistan (SATNET) and Bankers Equity Limited.

Qualification:

Abdul Bari did his graduation in Science from University of Karachi.


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6.6.9 Ms. Fatima Ahmed

Ms Fatima is serving as General Manager Legal Affairs & Company Secretary. She joined Inbox in November 2013.

Ms Fatima has an extensive professional experience of over 14 years and has held various advisory roles in legal

affairs at Engro Corporation, Shell Pakistan, Citibank N.A and Pakistan Petroleum Limited. She is an Advocate at Sindh

High Court and member of Sindh Bar Council and All Pakistan Professional Women Association.

Qualification:

Ms. Fatima did her LLM from University of Aberdeen, UK.

6.6.10 Mr. Haris Shamsi

Mr. Haris joined Inbox in July, 2016 and currently serves as the Vice President of Professional Services & Project

Management.

Mr. Haris has extensive experience of over 15 years in Technical Operations Management, IT Product Development,

Pre‐Sales Consulting, Service Delivery and Support and Program & Performance Management. Prior to joining Inbox,

he served as Director of Products & Service Delivery at Emitac Mobile Solutions, U.A.E.

Qualification:

Mr. Haris holds a Bachelor’s Degree in Electrical Engineering from NED University of Engineering & Technology.

6.6.11 Mr. Shakeel Farooq

Mr. Shakeel Farooq joined Inbox in January 2007 and currently serves as General Manager – Head of Financial

Planning & Analysis.

Mr. Farooq has extensive professional experience of 18 years in Accounts and Finance. Previously he worked at

ArwenTech Private Limited from May 2003 till December 2006 and at Next Century Software from March 2001 to

December 2006.

Qualification:

Shakeel did Bachelors in Commerce from Karachi University in 2003 and is currently pursuing ACCA and MBA.

6.6.12 Ms. Seemeen Aijaz

Ms. Seemeen is serving as Digital Content Manager. She joined Inbox in April 2016.

Before joining Inbox, Ms. Seemeen had a commendable experience of more than 12 years of Technical Writing with

reputable organizations like LMK Resources, EnterpriseDB and DBS Inc.

Qualification:

BS (Computer Science), NUCES, Islamabad, Pakistan

6.6.13 Mr. Khalid Jumra

Mr Khalid Rashid Jhumra joined Inbox in August 2013 and serves as the Chief Internal Auditor.

Mr. Jhumra has an extensive experience of over 21 years in Audit, Accounting, Finance and Taxation functions at

renowned local and international organizations in UK and Canada. Prior to joining Inbox, he served as Head of

Internal Audit at Institute of Business Administration, Karachi. Formerly, he was associated with Habib Bank Limited


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as Deputy General Manager and Financial Controller, International Banking and Vice President, Treasury &

Management Audit.

Qualification

Mr. Jhumra holds a Certified Public Accountant license from Colorado, USA, is a fellow member of the Association

of Chartered Certified Accountants UK, and Chartered Global Management Accountant. He is currently a member

of Audit & Assurance Subcommittee at ACCA Pakistan and member of the Institute of Internal Auditors, USA.

6.6.14 Mr. Umais Ahmed Mushtaq

Mr. Umais is currently serving as General Manager Finance and head of the treasury team. He joined Inbox in 2005.

Before joining Inbox, Mr. Umais briefly worked at MCB Central Cash House as Vault Supervisor. Mr. Umais has been

a loyal employee to the Company for nearly 12 years and has seen his role evolved significantly since his induction

into the Company as Procurement Coordinator.

Qualification

He is an MBA (Accounting & Finance) – Preston University

6.6.15 Ms. Mehvish Maqbool

Ms. Mehvish is currently serving as Senior Manager Finance. She joined Inbox in October 2015. Before joining Inbox,

she was associated with IBL Group. She also has more than 5 years of experience at A. F. Ferguson & Co., a member

firm of PricewaterhouseCoopers in Assurance & Business Advisory providing services to a diversified portfolio of

clients.

Qualification

She is a Chartered Accountant (ACA) from Institute of Chartered Accountants of Pakistan.

6.6.16 Mr. Muhammad Fahim

Mr Fahim is currently serving as Senior Manager Finance as head of the accounting team. He joined Inbox in

November 2015. Before joining Inbox, he had a professional experience of nearly 9 years with reputed organizations

including Habib Oil Mills, A. F. Ferguson & Co. & AJ Mirza Pharma.

Qualification

Mr. Fahim is a Professional Accounting Affiliate & a Chartered Accountant (Finalist) from The Institute of Chartered

Accountants of Pakistan.

6.7 NUMBER OF DIRECTORS Pursuant to Section 174 of the Companies Ordinance, 1984 a listed Company shall not have less than seven (7) directors. At present, the Board consists of 8 directors, including the Chief Executive Officer.

6.8 QUALIFICATION OF DIRECTORS No person shall be appointed as a Director of the Company who is ineligible to be appointed as Director on any one or more of the grounds enumerated in Section 187 of the Ordinance or any other law for the time being in force.


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6.9 REMUNERATION OF THE DIRECTORS According to Article 91 of the Articles of Association, subject to any approval or limits required by law, the remuneration of the Chief Executive and other full time working Directors shall be fixed by the Board. The expenses of travel, board and lodging of Directors required to attend a Board Meeting of the Company shall be borne by the Company. The Directors shall be entitled to such remuneration for attending each meeting as the Board from time to time approve.

6.10 BENEFITS TO PROMOTERS AND OFFICERS No benefit has been given or is intended to be given by the Company to the promoters and officers of the Company other than remuneration for services rendered by them as full time executives of the Company.

6.11 INTEREST OF DIRECTORS The directors may deemed to be interested to the extent of fees payable to them for attending the Board meetings. The Directors performing whole time services in the Company may also be deemed interested in the remuneration payable to them by the Company. The nominee directors have interest in the Company to the extent of representing the sponsors in the capital of the Company.

Following directors are holding ordinary shares of the Company:

Name of Shareholder Designation Numbers of Shares held Value of Shares held

Mir Muhammad Nasir CEO 7,100,000 71,000,000

Shahzada Dawood Chairman 1 10

Junaid Iqbal Director 1 10

Shahid Pracha Director 1 10

Mujtaba Haider Khan Director 1 10

Imtisal Abbasi Director 1 10

Shan‐e‐Elahi Director 1 10

Kanza Afzal Director 1 10

6.12 INTEREST OF CHIEF EXECUTIVE OFFICER

The CEO of the Company is paid a salary and the following benefits:

1. Company maintained car with fuel & driver

2. Mobile allowance

3. Provident Fund

4. Comprehensive health insurance for self and immediate family members

5. Group life insurance

6. Company maintained Residence

Mr. Mir Muhammad Nasir (the CEO) had taken a house loan amounting to PKR. 50 million from the Company on

February 01, 2017.


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6.13 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY None of the Directors of the Company had or has any interest in any property acquired by the Company or proposed to be acquired by the Company.

6.14 ELECTION OF DIRECTORS The Directors of the Company are elected for a term of three years in accordance with the procedure laid down in section 178 of the Ordinance.

The Directors shall comply with the provisions of Sections 174 to 178 and Sections 180 and 184 relating to the election of Directors and matters ancillary thereto.

Subject to the provisions of the Ordinance, the Company may from time to time increase or decrease the number of Directors.

Any casual vacancy occurring on the Board of Directors may be filled up by the Directors, but the person so appointed shall be subject to retirement at the same time as if he / she had become a Director on the day on which the Director in whose place he / she is chosen was last elected as Director.

The Company may remove a Director in accordance with the provisions of the Ordinance.

Mr. Shahzada Dawood (Chairman) was appointed on April 7, 2016 whereas the other directors were appointed on March 14, 2017

6.15 VOTING RIGHTS As per the article 73, every member shall be entitled to be present and to speak and vote in any General Meeting and shall, when present in person or represented by an agent duly authorized under a power of attorney or in case of a company, by its representatives duly authorized under Section 162 of the Ordinance have one vote on a show of hands and shall, on a poll when present in person or represented by an agent duly authorized under a power of attorney or, in the case of company by a representative duly authorized under Section 162 of the Ordinance or by proxy have one vote in respect of each shares held.

Members may exercise voting rights at general meetings through electronic means if the Company receives the requisite demand for poll in accordance with the applicable laws.

Votes may be given either personally or by proxy or, in case of a company, by a representative duly authorized as aforesaid under the Provisions of Section 162 of the Ordinance.

6.16 INTERNAL AUDIT The Board of Directors has set up an effective internal audit function managed by suitable qualified and experienced personnel who are conversant with the policies and procedures of the Company and are involved in the internal audit function on a full time basis.

The audit committee comprises of the following members:

1. Mr. Mujtaba Khan (Chairman)

2. Mr. Syed Hassan Imtisal Abbasi

3. Mr. Shan‐e‐Elahi

4. Mr. Junaid Iqbal


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6.17 HUMAN RESOURCE AND REMUNERATION COMMITTEE The Board of Directors has set up an effective Human Resources function managed by suitable and qualified personnel who are conversant with the policies & procedures of the Company and are involved in Human Resources function on a full time basis.

The human resource and remuneration committee comprises of the following members:

1. Mr. Shahid H. Paracha

2. Ms. Kanza Afzal

3. Mr. Imtisal Abbasi

6.18 BORROWING POWERS OF DIRECTORS Subject to the provisions of the Ordinance and Article V of the Article of Association the Directors may, from time to time, raise, borrow or obtain finance and financial accommodation for any sum or sums of money for the purpose of the Company from any Member or Director or from any other person, banks, firms, corporations, financial institutions or other companies and may secure the repayment of such money together with return or mark‐up or charges or, in the case of any foreign currency, interest and payment of any other dues in such manner and upon such terms and conditions in all respects as they think fit and, in particular, by the issue of convertible or non‐convertible debentures stock of the Company, charged or not charged upon the undertaking and all or any part of the property and assets of the Company (both present and future) or by making, drawing, accepting or endorsing on behalf of the Company and promissory notes or bills of exchange or giving and issuing any guarantee, share option certificate, undertaking or other security or by creating mortgage, hypothecation or change on all or any part of the properties, assets and rights of the Company, both present and future, and the Directors may guarantee the whole or any part of any loans or debts raised or incurred by or on behalf of the company or any return, mark‐up, interest or charges payable thereon and give all undertakings in connection therewith with power for the guarantors (notwithstanding that they may be Directors) against liability in respect of such loans or guarantees by means of mortgage or hypothecation of or charge upon, any property or assets of the Company otherwise.

The Directors, Members or other persons shall be entitled to receive such return, markup or interest on loans made by them to the Company as may be agreed between them and the Company.

In regard to the issue of securities the directors may exercise all or any of the powers of the Company arising under Sections 87 and 120 of the Ordinance and in particular the directors may issue any security as defined in Section 2(1) (34) of the Ordinance or may issue any instrument or certificate representing redeemable capital as defined in section 2(1) (30A) of the Ordinance or participatory redeemable capital as defined in section 2(1) (25) of the Ordinance.

6.19 POWERS OF DIRECTORS The directors shall have all the power to run and manage the Company as per the Articles of Association subject to any restrictions under the Ordinance.

6.20 ASSOCIATE LISTED COMPANIES Name of Company Date of Incorporation Registration Number

Dawood Hercules Corp. Ltd. 17/04/1968 0002640

Engro Polymer & Chemicals Ltd. 20/10/1997 0038426

Dawood Lawrencepur Ltd. 10/04/1951 0000441

The Hub Power Co. Ltd. 1/08/1991 0024725

Engro Corp. Ltd. 28/09/1965 0002159


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6.20.1 Financial Performance of Associated Listed Companies under same Management

Dawood Hercules Corporation Limited (Consolidated)

(Amounts in PKR ‘000) FY14 FY15 FY16

Paid‐up Capital 4,812,871 4,812,871 4,812,871

Equity 74,459,305 92,866,877 172,962,421

Total Assets 230,944,696 208,463,838 301,316,529

Total Liabilities 156,485,391 115,596,961 128,354,108

Non‐Controlling Interest 46,743,143 59,901,520 119,277,999

Profit Before Tax 10,867,441 30,385,411 82,543,930

Profit After Tax 7,454,713 21,364,737 73,438,345

Earnings Per Share 4.70 19.17 53.12

Break‐up Value Per Share 154.71 192.96 359.37

Dividends Per Share 1.00 16.00 15.50

Current Ratio(x) 0.87x 0.91x 2.06x

ROE 10% 23% 42%

ROA 3% 10% 24%

Dawood Lawrencepur Limited (Consolidated)


Paid‐up Capital 590,578 590,578 590,578

Equity 4,574,096 6,830,141 10,603,431

Total Assets 5,948,566 10,958,985 21,888,966

Total Liabilities 924,470 4,128,844 11,285,535

Non‐Controlling Interest ‐ 301,436 708,256

Profit Before Tax 149,086 1,234,453 3,631,741

Profit After Tax 221,400 1,634,552 3,113,911



Dividends Per Share ‐ 5.00 5.00


ROE 5% 24% 29%

ROA 4% 15% 14%

Engro Corporation Limited (Consolidated)


Paid‐up Capital 5,237,848 5,237,848 5,237,848

Equity 68,024,512 85,672,881 169,090,756

Total Assets 217,086,612 196,291,851 290,333,307


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Profit After Tax 7,800,846 17,268,396 73,598,129





ROE 11% 20% 44%

ROA 4% 9% 25%

The Hub Power Company Limited (Consolidated)


Paid‐up Capital 11,571,544 11,571,544 11,571,544

Equity 34,601,712 36,839,773 33,244,610

Total Assets 155,204,834 146,116,965 153,848,136




Profit After Tax 7,817,035 12,000,734 12,500,594





ROE 23% 33% 38%

ROA 5% 8% 8%

Engro Polymer and Chemicals Limited


Paid‐up Capital 7,598,717 7,598,717 7,598,717

Equity 5,965,034 5,333,728 6,004,179

Total Assets 26,336,715 24,211,764 24,420,761


Non‐Controlling Interest ‐ ‐ ‐

Profit / (Loss) Before Tax (1,528,269) (360,071) 1,187,297

Profit / (Loss) After Tax (1,109,318) (644,124) 659,933

Earnings Per Share (1.67) (0.97) 0.99


Dividends Per Share ‐ ‐ ‐


ROE ‐19% ‐12% 11%


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ROA ‐4% ‐3% 3%

6.20.2 Subsidiaries and Associate of Companies under same Management

Name of Company

Subsidiary Companies Associate Companies Investments

Dawood Hercules Corp. Ltd.

─ Engro Corporation Ltd

─ The Hub Power Co. Ltd ─ Engro Foods Ltd ─ GEL Utility Limited ─ Sindh Engro Coal Mining Company

─ Engro Vopak Terminal ─ E2e Business Enterprises Limited

─ Arabian Sea Country Club Limited

─ Magboro Power Company

Engro Polymer & Chemicals Ltd.

─ Engro Polymer Trading (Private) Ltd.

N/A N/A


─ Reon Energy Ltd. ─ Tenaga Generasi Ltd. ─ Mozart (Private) Ltd.

─ Dawood Hercules Corporation Ltd. N/A

The Hub Power Co. Ltd.

─ Laraib Energy Ltd. ─ Hub Power Services Ltd. ─ Hub Power Holdings Ltd. ─ Narowal Energy Ltd. ─ Thar Energy Ltd.

─ Sindh Engro Coal Mining Company Ltd.

─ China Power Hub Generation Company (Private) Ltd.

N/A

Engro Corp. Ltd.

─ Engro Powergen Ltd. ─ Engro Eximp Agriproducts (Private) Ltd.

─ Elengy Terminal Pakistan Ltd. ─ Engro Fertilizes Ltd. ─ Engro Polymer and Chemicals Ltd.

─ Engro Vopak Terminal Ltd.

─ GEL Utility Limited

─ Sindh Engro Coal Mining Company

─ Engro Foods Ltd.

─ Arabian Sea Country Club Limited

─ Magboro Power Company

6.21 CORPORATE GOVERNANCE The Company shall comply with all the rules and regulations applicable to the Company with regards to the Code of Corporate Governance of Listed Companies. Furthermore, the Company will also ensure that at least half of the board of directors will have fulfilled the requirement of the director’s training by June 2018 as required under the PSX regulations.

The Company shall also encourage representation of minority shareholders on the board of directors.

6.22 INVESTMENT IN ASSOCIATED COMPANIES Inbox Business Technologies Limited has made no investment in any associated companies.

6.23 REVALUATION OF FIXED ASSETS


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No revaluation of the fixed assets has been carried out. Company’s operating property plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

6.24 CAPITALIZATION OF RESERVES Inbox Business Technologies Limited capitalized share premium and unappropriated profits of amount totaling PKR 639,110,700 which translated into 63,911,070 ordinary shares of PKR 10/‐ each on February 16th, 2017 as part of a bonus shares issuance out of unappropriated profits. Other than that there has been no capitalization of reserves since the incorporation of Inbox Business Technologies Limited.


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7 MISCELLANEOUS INFORMATION

7.1 REGISTERED OFFICE / CORPORATE OFFICE

Inbox Business Technologies Limited, 5th Floor, Dawood Centre, MT Khan Road, Karachi, Pakistan 75700 Phone: +92 21 3257‐8100 Website: www.inboxbiz.com Email: [email protected]

7.2 BANKER TO THE ISSUE FOR BOOK BUILDING 1. The Bank of Punjab

2. MCB Bank Limited

7.3 BANKERS TO THE ISSUE FOR GENERAL PORTION 1. Askari Bank Limited

2. Al Baraka Bank Limited

3. Bank Alfalah Limited

4. Bank Alhabib Limited

5. Bank Islami Pakistan Limited

6. Habib Bank Limited

7. MCB Bank Limited

8. NIB Bank Limited

9. Summit Bank Limited

10. The Bank of Punjab

11. United Bank Limited

7.4 BID COLLECTION CENTERS Karachi

Contact Officer: Yasir Abbas Abdul Qadir

Direct No.: +92 21 32465891 +92 21 32433542

PABX No.:

Fax No.:


Postal Address: Arif Habib Center, 23 MT Khan Road, Karachi

Naya Nazimabad, Mangophir Road, Karachi


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Lahore

Contact Officer:

Direct No.:

Fax No.:

Email:

Postal Address: Room # 220, Arif Habib Limited, Lahore Stock Exchange, Lahore

Islamabad Peshawar

Contact Officer: Muhammad Shafqat Abbas Farhan Yousaf

Mobile No.: 0300‐ 5053804 ‐

Direct: 051‐2894040 091‐5279769

Fax No: 051‐2894045 091‐5279427


Postal Address: MCB Bank Limited, Office No.I, Ground+Mezzanine Floor, Islamabad Stock Exchange Tower, Blue Area, Islamabad

MCB Bank Limited, Saddar Road, Peshawar Cantt., Tehsil & District Peshawar

Quetta

Contact Officer: Mrs. Humaira Rafiq / Ammad Lodhi

Mobile No.: 0333‐7925090

Direct: 081‐2833362

Email: [email protected]

Postal Address: The Bank of Punjab, Jinnah Road, Quetta

Azad Kashmir Gilgit / Baltistan

Contact Officer:

Mobile No.:

Direct:

Email:

Postal Address:

7.5 BANKERS AND FINANCIAL INSTITUTIONS TO THE COMPANY 1. Al Baraka Bank Limited

2. Bank Islami Pakistan Limited

3. First Habib Modaraba

4. Habib Bank Limited

5. KASB Modaraba

6. NIB Bank Limited

7. Orix Leasing Pakistan Limited

8. The Bank of Punjab

9. Summit Bank Limited


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7.6 AUDITORS OF THE COMPANY EY Ford Rhodes

Chartered Accountants

Progressive Plaza, Beaumont Road

P.O. Box 15541,

Karachi – 75530

Pakistan

7.7 LEGAL ADVISOR OF THE COMPANY Aziz Malik Law Associates 301 Landmark Plaza, I.I Chundrigar road, Karachi‐74200

7.8 TRANSACTION LEGAL COUNCIL Mohsin Tayebaly & Co. 1st Floor, Dime Center, BC‐4 Block 9, Kehkashan, Clifton, Karachi 75600

7.9 CONSULTANT TO THE ISSUE Next Capital Limited 8th, Floor, Horizon Tower, Plot No 2/6, Block ‐3, Clifton, Karachi Tel: 021‐111‐639‐825 Fax: 021‐35292621 Email: [email protected] Website: www.nextcapital.com.pk

7.10 BOOK RUNNER TO THE ISSUE Arif Habib Limited Arif Habib Center 23, MT Khan Road, Karachi Tel: 021‐32465891 Fax: 021‐32429653 Email: [email protected] Website: www.arifhabibltd.com

7.11 COMPUTER BALLOTER & SHARES REGISTRAR Central Depository Company of Pakistan Limited CDC House, 99‐B, Block‐B, S.M.C.H.S Main Shahrah‐e‐Faisal, Karachi Tel: (021) 111‐111‐500


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7.12 UNDERWRITING RELATED INFORMATION Within three (3) working days of the closing of the Bidding Period, a Supplement to the Prospectus shall be published at least in all those newspapers in which the Prospectus was earlier published and also disseminated through Stock Exchange where the shares are to be listed.

The Supplement to the Prospectus would contain among other information, the names of the Underwriters, if any for the General Public Portion of the Issue and the Underwriting Commission.

7.13 DUE DILIGENCE REPORTS The Due Diligence Reports prepared by the underwriters will be furnished along with the Underwriting Agreements for the General Public Portion within three (3) working days of the closing of the Bidding Period.

7.14 MATERIAL CONTRACTS & DOCUMENTS OF INBOX BUSINESS TECHNOLOGIES LIMITED

7.14.1 Details of Short‐Term Financing Facilities

Bank Facility Limit (PKR) Mark‐up Commission

Date Sanctioned

Expiry / Review Date

The Bank of Punjab

Running Finance 1,400 3 Months KIBOR + 2.5% p.a

26‐Dec‐16 31‐Jul‐17

Running Finance 120 30‐Jun‐17

NIB Bank Limited

Running Finance 100 3 Months KIBOR + 2% p.a

14‐Jun‐16 31‐May‐17

Habib Bank Limited

Running Finance 75 1 Month KIBOR + 1.5% p.a.

01‐July‐16 30‐Jun‐17

Bank Islami Pakistan Limited

Murabaha / Import Murabaha / Karobar Finance

450 Respective*KIBOR + 3.0% p.a

10‐Nov‐16 31‐Oct‐17

Al‐Baraka Bank Pakistan Limited

Murabaha / Tijarah Finance (One‐off Limit)

350 Related**KIBOR + 3.0% p.a.

26‐Aug‐16 180 days from last facility availed

Murabaha / Tijarah Finance


15‐Aug‐16 31‐Aug‐17

Import Murabaha / Tijarah Finance


15‐Aug‐16 31‐Aug‐17

*The respective KIBOR rate will be decided based on the tenor of the short‐term borrowing drawn. For example, the one month KIBOR rate will

be applicable on a one month borrowings whereas the three months or Six Months KIBOR will be applicable on a three or Six months borrowing

respectively.

** Application of Related KIBOR

Transaction Period (No. of

Days) Related KIBOR

Up to 30 Days 1 Month KIBOR


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31 Days to 90 Days 3 Month KIBOR

91 Days to 180 Days 6 Month KIBOR

7.14.2 Details of Long‐term Financing Facilities

Bank Facility Limit (PKR

million)

Amount Disbursed

(PKR million)

Mark‐up Commission

Date Sanctioned


The Bank of Punjab (TAQWA Islamic Banking)

IJARAH (Sale & Lease back)

431.02 350.71 1 Year KIBOR + 2.5% p.a.

20‐March‐17 5‐May‐19

7.14.3 Details of Lease Agreement (Ijarah)

Bank Facility Amount

Outstanding (PKR million)


Date Sanctioned


The Bank of Punjab (TAQWA Islamic Banking)

IJARAH (Lease Agreement)

68.89 1 Year KIBOR + 2.5% p.a.

29‐March‐2017

13 months from date of disbursement

7.14.4 Details of Non‐Fund Based Financing Facilities

Bank Facility Limit (PKR millions)


Date Sanctioned


The Bank of Punjab Letter of Credit / Bank Guarantee

850 Commission 0.25% per quarter

26‐Dec‐16 31‐Jul‐17

NIB Bank Letter of Credit / Bank Guarantee

500

Commission 0.30% per quarter for Letter of Credit & 0.4% per quarter in case of Bank Guarantee

14‐Jun‐16 31‐May‐17

Habib Bank Limited Bank Guarantee

75 Commission 1.5% per anum

1‐Jul‐16 30‐Jun‐17

Summit Bank Limited (Islamic)

Letter of Credit / Bank Guarantee

1,000 Commission 0.10% per quarter

19‐Jul‐16 31‐May‐17

Bank Islami Pakistan Limited

Letter of Credit / Bank Guarantee

50

Letter of Credit commission is 0.10% per quarter & Bank

10‐Nov‐16 31‐Oct‐17


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GuaranteeCommission is as per Schedule of Charges

Al‐Baraka Bank Pakistan Limited

Bank Guarantee (One – off limit)

275.1 As per Schedule of Charges

26‐Aug‐16

180 days from last availed facility

7.14.5 Details of Other Financing Facilities

Financial Institution Nature of Agreement Particular

First Habib Modaraba Diminishing Musharaka Agreement Diminishing Musharaka for various cars

KASB Modaraba Diminishing Musharaka Agreement Diminishing Musharaka for various cars

Orix Leasing Equipment Lease Agreement & Vehicle Finance Agreement

Various Lease Agreements for Vehicles & Equipment

7.14.6 Details of Other Rental Agreement

Title of Agreement Party to the Agreement

From To Particular

Rental Agreement Punjab Information Technology Board

01‐Jul‐2015 31‐Dec‐2018 Rent agreement for Arfa Software Technology Park, Lahore Office

Lease Agreement Horizon Developers 01‐Feb‐2016 31‐Jan‐2019 Rent agreement for Salar Centre, Lahore Office

Tenancy Agreement Islamabad Stock Exchange Limited

15‐Jan‐2016 14‐Jan‐2019 Rent agreement, Islamabad Main Office

Lease Agreement Individual Counterparty

26‐Nov‐2009 30‐Nov‐2018 Rent agreement for House No. 241, Islamabad

7.14.7 Details of Related Party Agreements

Title of Agreement Party to the Agreement

From To Particular

Tenancy Agreement The Dawood Foundation

01‐Jul‐15

Will be automatically renewable for each further period of eleven months

Rent agreement for 5th Floor of Dawood Center

Hardware Maintenance Agreement

Dawood HerculesCorporation Limited

01‐04‐2017 31‐03‐2018 Hardware Maintenance Contract

Service Level Agreement Engro CorporationLimited

01‐01‐2017 31‐12‐2017 Engro ‐ Cable Management

Master Services Agreement

Engro CorporationLimited

15‐02‐2017 28‐02‐2018 Engro Corp ‐ Support Services


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Sale / Services Agreement

Dawood Hercules Corporation Limited

27‐12‐2016 26‐12‐2017 IT Infrastructure Revamp Project (Data & Voice)

7.15 INSPECTION OF DOCUMENTS AND CONTRACTS Copies of the Memorandum and Articles of Association, the Audited Financial Statements, the Auditor’s Certificates, Information Memorandum and copies of the agreements referred to in this Prospectus may be inspected during usual business hours on any working day at the registered office of the Company from the date of publication of this Prospectus until the closing of the subscription list.

7.16 LEGAL PROCEEDINGS There are ordinary litigations incidental to the business, to which the Company is a party. However, none of them have any material impact on the Company or its shareholders except for the following:

Deputy Commissioner Inland Revenue, through a show cause notice dated March 13, 2015 demanded the amount of Rs. 787.9 million and Rs. 246.7 million for sales tax and withholding income tax respectively on the project between the Company and Higher Education Department (“HEC”) for 110,000 Laptops having the project amount of Rs. 4,147 million. The project was executed and laptops delivered to HEC in financial year 2012 and all the facts reported in corresponding sales tax and income tax returns of the Company accordingly. Simultaneously sales tax and income tax audit of Company conducted by Federal Board of Revenue (“FBR”) in financial years 2012 and 2014 for which assessment orders for both audits were issued by FBR after examination of the audited financial statements of said year. The Company’s management preferred to challenge the show cause notice in the Honorable High Court of Sindh, in response to which the Honorable High Court of Sindh vide CP# 1528/2015 dated April 06, 2015, restrained the authorities from passing any adverse order under the show cause notice. The Company legal advisors consider that reasonable grounds exist to support the Company’s stance in the appeal and are of the view that the decision would be in the Company’s favour. Consequently, no provision has been made in these financial statements.

7.17 MEMORANDUM OF ASSOCIATION The Memorandum of Association, inter alia, contains the objects for which the Company was incorporated and the business which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and with every issue of the Prospectus except the one that is released in newspapers as advertisement.

7.18 FINANCIAL YEAR OF THE COMPANY The financial year of the Company commences on 1st January and ends on 31st December each year.


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8 APPLICATION AND ALLOTMENT INSTRUCTIONS

8.1 ELIGIBLE INVESTORS INCLUDE: 1. Pakistani citizens resident in or outside Pakistan or Persons holding dual nationalities including a Pakistani

nationality;

2. Foreign Nationals whether living in or outside Pakistan

3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

4. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts, (subject to the terms of the Trust Deed and existing regulations); and

5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

8.2 APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR ALEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING AT LEAST 62 GM

8.3 COPIES OF THE PROSPECTUS Copies of this Prospectus and Applications Forms can be obtained from members of PSX, the Bankers to the Issue and their branches, the Consultant to the Issue & Book Runner and the registered office of the Company. The Prospectus and the Application Form can also be downloaded from the following websites:

http://www.nextcapital.com.pk , http://www.arifhabibltd.com, http://www.inboxbiz.com

The applicants opting for scrip‐less form of shares are required to complete the relevant sections of the application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the applicant’s own CDC account. In case of discrepancy between the information provided in the application and the information already held by CDS, the Company reserves the right to issue shares in physical form.

8.4 NAMES(S) AND ADDRESS (ES) MUST BE WRITTEN IN FULL BLOCK LETTERS, IN ENGLISH AND SHOULD

NOT BE ABBREVIATED

8.5 ALL APPLICATIONS MUST BEAR THE NAME AND SIGNATURE CORRESPONDING WITH THE ONE RECORDED WITH THE APPLICANT’S BANKER. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE BANK AND COMPUTERIZED NATIONAL IDENTITY CARD (CNIC) OR THE NATIONAL IDENTITY CARD FOR OVERSEAS PAKISTANI (NICOP) OR PASSPORT, BOTH THE SIGNATURES SHOULD BE AFFIXED ON THE APPLICATION FORM.

8.6 APPLICATIONS MADE BY INDIVIDUAL INVESTORS 1. In case of individual investors, an attested photocopy of CNIC (in case of Resident Pakistanis) / NICOP or Passport

(in case of Non‐Resident Pakistanis) as the case may be, should be enclosed and the number of CNIC / NICOP / Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal / Provincial Government Gazette Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.

2. Original CNIC / NICOP / Passport, along with one attested photocopy, must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of


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presenting the application. The attested photocopy will, after verification, be retained by the bank branch along with the application.

8.7 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS 1. Applications made by companies, corporate bodies, mutual funds, provident / pension / gratuity funds / trusts

and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal / Provincial Government Gazette Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicant’s residence can attest copies of such documents.

2. Attested photocopies of the documents mentioned in 8.7 (i) must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested copies, will after verification, be retained by the bank branch along with the application.

8.8 ADDITIONAL INSTRUCTIONS FOR INVESTORS 1. Only one application will be accepted against each account, however, in case of joint account, one application

may be submitted in the name of each joint account holder.

2. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs / NICOP / Passport. The share certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of shares.

3. Subscription money must be paid by check drawn on applicant’s own bank account or pay order / bank draft payable to one of the Bankers to the Issue “IPO of Inbox Business Technologies Limited – General Portion Account” and crossed “A/C PAYEE ONLY”.

4. For the applications made through pay order / bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order / bank draft individually for each application.

5. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non‐account holders) are not allowed to submit application for subscription of shares.

6. Applications are not to be made by minors and / or persons of unsound mind.

7. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the Application Form.

8. Applicants should retain the bottom portion of their Application Forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of shares for which the application has been made.

9. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

10. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.


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11. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers.

12. Submission of false and fictitious applications is prohibited and such applications’ money may be forfeited under section 87(8) of the Securities Act, 2015.

8.9 ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON‐RESIDENT INVESTORS 1. In case of foreign investors who are not individuals, applications must be accompanied with a letter on

applicant's letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of Memorandum of Association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicant's residence.

2. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistan's Foreign Exchange Manual.

3. Foreign / Non‐ resident investors should follow payment instructions given in Section 2.2.18 of this Prospectus.

8.10 BASIS OF ALLOTMENT The basis and conditions of transfer of shares to the General Public shall be as follows:

1. The minimum value of application will be calculated as Issue Price x 500 shares. Application for amount below the minimum value shall not be entertained.

2. Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

3. Allotment / Transfer of shares to successful applicants shall be made in accordance with the allotment criteria / instructions disclosed in the Prospectus.

4. Allotment of shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and / or the instructions by the Securities & Exchange Commission of Pakistan.

5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.

6. The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the respective CDS accounts of the successful applicants (as the case maybe).


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8.11 LIST OF BANKERS TO THE ISSUE

Code Name of Bank

01 Askari Bank Limited

02 Al Baraka Bank Limited

03 Bank Alfalah Limited

04 Bank Alhabib Limited

05 Bank Islami Pakistan Limited

06 Habib Bank Limited

07 MCB Bank Limited

08 NIB Bank Limited

09 Summit Bank Limited

10 The Bank of Punjab

11 United Bank Limited

8.12 CODE OF OCCUPATION OF INVESTORS / APPLICANTS

Code Occupation

01 Business

02 Business Executive

03 Service

04 Housewife

05 Household

06 Professional

07 Student

08 Agriculturist

09 Industrialist

10 Other

8.13 NATIONALITY CODE

Code Name of Country

001 U.S.A

002 U.K

003 U.A.E

004 K.S.A

005 Oman

006 Bangladesh

007 China

008 Bahrain

009 Other

8.14 E‐IPO FACILITIES In order to facilitate the investors, the Issuer has arranged provision of e‐IPO facility through United Bank Limited (“UBL”) and Summit Bank Limited (“SMBL”) that is among the Bankers to the Issue.

The accountholders of UBL can use UBL net‐banking to submit their applications online via link:



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The accountholders of SMBL can use SMBL net‐banking to submit their applications online via link:


The accountholders of UBL & SMBL can submit their applications through these links 24 hours a day during the subscription period which will close at 12:00 midnight on DD/MM/2017.


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9 REGISTRATION FORM


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10 DUPLICATE REGISTRATION FORM


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11 BIDDING FORM


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12 ADDITIONAL PAYMENT FORM


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13 BID REVISION FORM


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14 SIGNATORIES TO THE PROSPECTUS

‐sd‐ ‐sd‐____________________ ____________________ Shahzada Dawood Chairman / Director

Syed Hassan Imtisal AbbasiDirector

‐sd‐ ‐sd‐____________________ ____________________ Shahid Hamid Pracha Director

Mujtaba Haider Khan Director

‐sd‐ ‐sd‐____________________ ____________________ Junaid Iqbal Director

Shan‐e‐Elahi Director

‐sd‐ ‐sd‐____________________ ____________________ Kanza Afzal Director

Mir Muhammad Nasir Chief Executive Officer

SIGNED BY THE ABOVE IN PRESENCE OF WITNESSES:

Witness 1: Witness 2:

‐sd‐ ‐sd‐____________________ ____________________ Asad Warsi Chief Financial Officer

Fatima Ahmed

Company Secretary

Witness 3:

‐sd‐

___________________

Muhammad Fahim

Senior Manager Finance

Date: April 20, 2017


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15 MEMORANDUM OF ASSOCIATION


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16 APPLICATION FORM


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