Brainchild Communications Pakistan (Pvt.) Limited (hereinafter referred to as “Brainchild” or “the Company”) is a Private Limited Company incorporated in 2010. It operates as a majority-owned subsidiary of Bee Squared (Pte.) Limited, the Parent Company based in Singapore.

The Company was incorporated under the Companies Ordinance, 1984 (now the Companies Act, 2017) and operates in the field of media communication and planning. In its year of inception, 2010, the Company entered into an affiliation with Publicis Groupe, one of the largest media houses globally, headquartered in France. Under this affiliation, the Company utilizes the trademarks of Publicis Groupe divisions, namely Starcom and Mediavest, thereby aligning itself with international standards of media planning and communications. The Parent Company, Bee Squared (Pte.) Limited, is a Singapore-incorporated private company limited by shares, established on 24 February 2015. Its principal activity is advertising and communications services, and it was formerly known as Brainchild Communications Singapore before rebranding. The Parent Company is led by Tang Edmund Koon Kay and operates as a boutique advertising and branding agency, serving both local and international clients. Its strategic positioning reflects a deliberate focus on specialized marketing and communications solutions, distinguishing it from large-scale multinational operations.

The Company’s principal activity is to provide media buying, strategy, communications, and planning services for its clients. In addition, Brainchild specializes in media consulting, research, creative services, and digital marketing solutions, thereby offering a comprehensive suite of services across the communications spectrum. The Company maintains a strong national presence with three offices located in Karachi, Lahore, and Islamabad, enabling it to serve clients across Pakistan with efficiency and scale.

Brainchild is predominantly owned by Bee Squared Pte. Limited, the Parent Company incorporated in Singapore, which holds ~52% equity stake. The remaining ownership is distributed between Mr. Raihan Ali Merchant, Chairman of Brainchild, who directly holds around ~38%, and Merchant Holdings (Pvt.) Limited, a wholly owned Company of Mr. Raihan Ali Merchant, which holds the remaining ~10% stake.

Since its inception, the ownership structure of Brainchild Communications Pakistan (Pvt.) Limited has remained unchanged, reflecting consistency and stability in governance. This continuity has provided the Company with a strong foundation for long-term strategic planning and operational resilience. To further safeguard its leadership and ensure uninterrupted progress, the Company has instituted a formal succession plan. This plan is designed to manage leadership transitions in a structured and seamless manner, thereby preserving the Company’s strategic direction and operational integrity. It outlines clear processes for identifying, preparing, and transitioning future leaders, ensuring that the organization remains aligned with its vision and objectives. The existence of such a plan demonstrates the Company’s commitment to sustainability and long-term growth. By proactively addressing leadership continuity, Brainchild ensures that it will continue to thrive under carefully planned guidance, maintaining its competitive edge in the media communications industry. 

Mr. Raihan Ali Merchant, the esteemed Founding Chairman of Brainchild, is recognized as a visionary leader and a pioneer in Pakistan’s media and advertising landscape. He introduced the groundbreaking concept of media buying and planning in the country, fundamentally transforming industry practices and setting new benchmarks for excellence. In acknowledgment of his remarkable contributions, the Government of Pakistan conferred upon him the Tamgha-e-Imtiaz (Medal of Excellence) in 2011—one of the nation’s highest civilian honors. This distinction underscores his enduring influence and the pivotal role he has played in shaping the trajectory of modern advertising in Pakistan. Under his leadership, Brainchild has leveraged its affiliation with a globally renowned marketing group to deliver consistently strong performance indicators and sustained growth. This success reflects not only the Company’s robust business acumen but also its strategic foresight, adaptability, and commitment to innovation. Together, these qualities have positioned Brainchild as a trusted partner and a driving force in the region’s marketing and communications industry.

The financial strength of the sponsors is assessed as sound and adequate, reflecting both their stability and operational capability. The group’s financial performance underscores its resilience and strategic competence in managing large-scale operations. In FY25, the group achieved a total turnover of  PKR 25bn, a milestone that highlights its ability to generate substantial revenue while maintaining operational efficiency. This strong performance demonstrates the sponsors’ capacity to sustain growth and deliver consistent results. Furthermore, in IHF26, the group reported a turnover of around PKR 12bn, reaffirming its continued financial robustness and ability to maintain a healthy revenue stream despite evolving market dynamics. The consistency of these turnover figures illustrates the sponsors’ enduring financial strength and reinforces their potential to support and sustain future initiatives. This track record of stability and growth positions the group as a reliable partner, capable of driving long-term success and creating value across its ventures.

The Board of Directors is composed of five distinguished members, ensuring a balanced mix of leadership, expertise, and independent oversight. The board is chaired by Mr. Raihan Ali Merchant, Founding Chairman of Brainchild, alongside Mr. Syed Taqui Abbas Rizvi, who brings valuable industry knowledge and strategic insight. To strengthen governance and provide objective perspectives, the board includes two independent directors, whose impartial viewpoints contribute to sound decision-making and accountability. In addition, Mr. Mike Readman serves as the representative of Bee Squard PTE, further diversifying the board’s composition and reinforcing its global outlook. This structure reflects a commitment to strong corporate governance, transparency, and strategic stewardship, positioning the Company for sustainable growth and long-term success.

The Board of Directors collectively brings over 32 years of combined professional experience across diverse fields. This background provides the board with a broad base of knowledge and practical expertise, supporting effective oversight and informed decision-making. Their professional achievements and long-standing careers enable them to contribute valuable perspectives and strategic input to the organization. The diversity of skills represented within the board enhances its ability to address complex challenges, encourage innovation, and guide the Company’s overall direction. This collective experience serves as a key resource for the Company, supporting its growth objectives and reinforcing its commitment to sound governance and sustainable success.

The Board of Directors comprises experienced entrepreneurs and financial professionals who provide strategic guidance to the management team. This combination of expertise ensures balanced decision-making and supports effective governance. In line with the Code of Corporate Governance, the board has established two key sub-committees: the HR Committee and the Audit Committee. The HR Committee addresses human resource matters, ensuring that talent management practices align with organizational objectives. The Audit Committee oversees financial reporting, internal controls, and compliance, thereby safeguarding the Company’s financial integrity and transparency. Together, these sub-committees strengthen the board’s governance framework and contribute to the organization’s ability to pursue sustainable growth.

The Company's auditors, BDO Ebrahim & Co. Chartered Accountants, issued an unqualified opinion on the financial statements for FY25.

The Company’s organizational structure comprises thirteen functional departments, each led by experienced professionals. Department heads report directly to either the Chairman or the Chief Executive Officer, depending on their respective areas of responsibility. The management team includes individuals with a long-standing association with Brainchild, reflecting their familiarity with the Company’s operations and values. To broaden expertise and strengthen organizational capability, the Company implements a policy of employee rotation across departments. This approach enhances skill development, fosters cross-functional knowledge, and prepares employees for future leadership roles, thereby supporting a structured succession pipeline. By cultivating a dynamic and adaptable workforce, Brainchild reinforces its ability to sustain growth, improve operational efficiency, and maintain resilience in a changing business environment.

Mr. Farhan Khan, Chief Executive Officer of the Company, brings over 25 years of diversified professional experience gained across the Middle East and Pakistan. Over the course of his career, he has managed media accounts for several prominent global advertisers, including Samsung, Pfizer, General Motors, Emirates, Telenor, Procter & Gamble, GlaxoSmithKline, Unilever, and Reckitt Benckiser. His extensive background in handling high-profile accounts for leading multinational brands reflects a strong command of the media industry and a proven ability to deliver results in complex, competitive markets. As CEO, Mr. Farhan Khan applies this expertise to guide the Company’s strategic direction, ensuring operational effectiveness and sustained growth.

In FY25, the Board of Directors established a Management Committee with formally aligned and approved Terms of Reference (TORs). The committee is mandated to convene on a monthly basis to deliberate on specific agenda items. In addition, it may meet as required, with members receiving a minimum of one week’s notice prior to any meeting. This structure ensures that the Management Committee remains both proactive and responsive, enabling timely oversight and strategic guidance. The combination of regular meetings and flexibility to address urgent matters strengthens governance practices and supports effective decision-making.

The Company utilizes a combination of in-house and globally sourced tools, to deliver insights, optimization, and value to its clients. Among these, the Company employs Odoo ERP V14 Enterprise, a licensed application that has been customized to meet specific business requirements. This system supports all core business functions, including planning, operations, finance, and related activities, ensuring efficiency and integration across departments.

The organizational structure includes various cadres of management, each clearly defining lines of responsibilitiesand authorization. This hierarchical arrangement ensures efficient decision-making and accountability throughoutthe Company. Complementing this structure is a robust technological infrastructure that supports both manufacturing and support functions, enhancing operational efficiency. Management meetings are heldfrequently, focusing on the Company’s financial position and future strategy. These regular discussions enable the leadership to make informed decisions, adapt to changing market conditions, and drive the Company towards sustained growth and success.

The media and advertising industry is undergoing significant transformation, driven by technological innovation and evolving consumer behavior. Key trends include AI-driven personalization, immersive digital experiences, and the rapid growth of ad-supported streaming services. The gaming sector continues to expand as a major advertising channel, while innovations in blockchain and cybersecurity are strengthening transaction security and data integrity. Additionally, real-time content sharing technologies are enhancing audience engagement, and social commerce is reshaping customer interactions and revenue generation. Globally, advertising remains the primary revenue stream for the media industry, supplemented by production revenue, subscription models, and data monetization. In Pakistan, the media market is experiencing moderate growth, influenced by the rise of digital platforms, shifting consumer preferences, and the increasing availability of diverse content. This evolution reflects a broader shift towards accessible, engaging, and digital-first media consumption. According to recent forecasts, advertising spending in Pakistan is projected to surpass USD 700mln in 2026, reflecting moderate but consistent growth compared to 2025 levels. This expansion is largely influenced by the increasing role of digital advertising, particularly on mobile and social platforms, which are capturing a growing share of budgets. Traditional media such as television and print remain relevant but are gradually being supplemented by digital-first strategies.

Within the evolving media and advertising landscape, Brainchild Communications Pakistan maintains a prominent market position, recognized as one of the country’s leading communications groups. With nearly three decades of industry experience, the Company pioneered media planning and buying in Pakistan and continues to be regarded as a significant player in the sector. The industry currently comprises more than 79 active media players, with GroupM and Brainchild among the most influential. In FY25, GroupM held approximately ~36% market share in television advertising expenditure, followed by Bee Squared Group with around ~35%. Brainchild, positioned among the top-tier competitors, has recently expanded its client base by onboarding several new accounts. This development is expected to strengthen its market presence and contribute positively to future performance. Brainchild’s strong portfolio of multinational clients—including Nestlé, P&G, Pepsi, and Engro—combined with its affiliation with international media networks, reinforces its competitive standing and credibility. Its ability to adapt to industry dynamics and attract new clientele underscores its role as a key participant in shaping Pakistan’s advertising sector, while supporting sustainable growth and diversification.

The revenue of the Company reflects income from both core and non-core operations, including financing arrangements. In FY25, income from total billing declined by ~15%, mainly due to customers’ re-classifications. Net revenue stood at PKR ~1,304mln, down ~6% from PKR 1,380mln in FY24, primarily due to reduced non-core income.

In FY25, the Company’s gross profit margin declined to ~16%, compared to around ~27% in FY24. This reduction was primarily attributable to lower sales volumes and an increase in wage costs and other operating expenses, which placed pressure on gross profit. Despite this contraction in gross margins, the net profit margin improved to about ~6% in FY25, up from ~3% in FY24. The improvement was mainly driven by a decrease in finance costs during the review period, resulting from more efficient cash management and reduced reliance on external borrowing. This demonstrates the Company’s ability to offset operational pressures through effective financial discipline. Overall, the margin trends indicate a mixed performance: while operational costs weighed on gross profitability, stronger financial management supported net earnings.

The Pakistan Electronic Media Regulatory Authority (PEMRA) has issued licenses for more than 139 satellite television channels as of 2025, spanning diverse genres such as news, entertainment, sports, religious programming, music, and regional language broadcasts. This expansion reflects the regulator’s commitment to fostering a diverse and accessible media ecosystem that caters to the country’s multicultural audience. Despite challenging economic conditions, advertising spending in Pakistan remains resilient, as it continues to be a critical tool for businesses and institutions to reach end consumers. Brainchild Communications Pakistan has strengthened its market position by onboarding several new clients, including government contracts. These additions bring significant advertising budgets, enhancing the company’s portfolio and reinforcing its role as one of the country’s leading communications groups. Backed by nearly three decades of industry experience and affiliations with international media networks, Brainchild continues to demonstrate adaptability, credibility, and competitive strength in a dynamic marketplace.

Due to the nature of the business, the Company’s total billings—which are subsequently paid to media suppliers—form part of both trade receivables and trade payables. As a result, the working capital cycle is calculated with reference to total billings rather than the Company’s revenue, providing a more accurate reflection of liquidity management in the advertising sector. In FY25, the Company’s trade receivable days decreased to approximately 107 days, compared to 112 days in FY24. This improvement indicates stronger collection efficiency and enhanced credit management practices, ensuring faster conversion of receivables into cash. On the other hand, trade payable days stood at around 96 days in FY25, slightly lower than 99 days in FY24, reflecting timely payments to suppliers and a disciplined approach to managing obligations. Consequently, the net working capital cycle improved to about 11 days in FY25, compared to 14 days in FY24. This reduction demonstrates better synchronization between receivables and payables, resulting in improved cash flow management and reduced financing needs. The shorter cycle highlights the Company’s ability to balance client collections with supplier payments, thereby maintaining operational efficiency and financial stability. Overall, the improvement in the working capital cycle underscores the Company’s focus on financial discipline, operational efficiency, and prudent liquidity management, which are critical for sustaining growth in a competitive and capital-intensive industry.

In FY25, the Company’s free cash flows (FCFO) amounted to PKR 254mln, compared to PKR 387mln in FY24, reflecting a decline of around ~34% year-on-year. This decrease was primarily driven by lower sales and increased operating expenses. Despite the reduction in FCFO, the Company’s FCFO coverage to debt obligations—including finance costs, current maturities of long-term debt (CMLTD), and uncovered short-term borrowings—improved to ~1.7x in FY25, compared to ~1.2x in FY24. This improvement indicates that, relative to its debt servicing requirements, the Company generated stronger cash flow coverage, reflecting disciplined financial management and improved liquidity resilience. The contrasting trends—lower absolute FCFO but stronger coverage ratios—demonstrate the Company’s ability to balance operational challenges with prudent debt management. While profitability pressures reduced cash generation, efficient allocation of resources and reduced reliance on external financing strengthened the Company’s capacity to meet its financial obligations. Overall, the results underscore the Company’s focus on cash discipline, debt sustainability, and long-term financial stability, positioning it to navigate short-term pressures.

As of June 2025, the Company’s total borrowings stood at PKR 671mln, reflecting a decline from PKR 786mln in June 2024. This reduction was primarily driven by a decrease in short-term borrowings, which form the bulk of the Company’s leveraging mix. In FY25, short-term borrowings amounted to about PKR 597mln, compared to PKR 672mln in FY24. These borrowings are secured against the Company’s receivables, ensuring that financing remains backed by tangible assets. The decline in borrowings indicates improved liquidity management and reduced reliance on external financing, while maintaining operational flexibility. By lowering short-term debt exposure, the Company has enhanced its resilience to interest rate fluctuations and working capital requirements. Consequently, the leveraging ratio also declined in FY25, continuing to remain within the range of approximately 50% to 69% over the past three years. This consistent range reflects a balanced approach to capital structure management, where debt is utilized to support operations but maintained at levels that safeguard long-term sustainability. Overall, the reduction in borrowings and the stability of leverage ratios demonstrate the Company’s adherence to prudent financial management, ensuring that debt obligations remain manageable while supporting operational and growth objectives.