Trans World Associates (Pvt.) Limited (“the Company”/ “Transworld”/ “TWA”) was incorporated in Pakistan as a Private Limited Company on October 01, 1980, under the Companies Act, 1913 (now Companies Act, 2017). The registered and head office of the Company is situated at 24, Retalia Building, G-6 Markaz, Islamabad. The Company is a subsidiary of Orastar Limited with 90% holding. As of now, three companies operate under the umbrella of TWA which includes; (i) Trans World Enterprises Services (Pvt) Ltd (TES), (ii) Trans World Infrastructure Services (Pvt) Ltd (TIS), and (iii) TES Media (Pvt) Ltd (TMPL). TWA commenced operations in 2006 and the principal activity of the Company is to establish and operate its Telecommunication System and provide the Long Distance and International Telecommunication services under the license issued by Pakistan Telecommunication Authority (PTA). Currently, there are three submarine cable operators in Pakistan: Pakistan Telecommunication Company Limited (PTCL), TWA, and PEACE cable. PTCL currently operates three submarine cables, all of which are part of international consortiums. Currently, TWA owns and operates two submarine cables: TW-1 and SEA-ME-WE-5. Moreover, TWA is also a consortium partner in SEA-ME-WE-6, for which a substantial CAPEX is already being done. As per the management, it is anticipated to be operational by 1QCY27. In addition, TWA serves as the landing partner for the recently landed 2Africa cable system, which is expected to further enhance Pakistan’s international connectivity.

M/s. Orastar Limited holds 90% shares in the Company, and the remaining 10% is owned by Dr. Omar Bin Abdul Muniem Al Zawawi (Late) heirs. Orastar is a B.V.I company managed by directors based out of Jersey. The majority shareholding of TWA is with Orastar Limited, which is an institutional investor focusing on Private Equity placements mostly in the unlisted tech, IT, and Power Generation space, ultimately bolstering the financial strength of the Company (TWA). Orastar increased its ownership position in TWA to 90% in January 2022, showing its trust in Pakistan’s telecom and IT sectors. The Sponsors possess a strong investment profile with exposure to both local and international jurisdiction. Their vast and diversified business experience reflects deep strategic insight, prudent financial management, and the ability to navigate complex market environments.

The Board consists of eight directors, which include six non-executive and two executive directors. Mr. Junaid Iqbal serves as the CEO while also acting as a non-executive director on the board. The Board comprises seasoned professionals with extensive global experience across telecom, finance, client services, and industrial management. Mr. Junaid Iqbal Khan, the CEO, is the former senior executive at Zain, Motorola, Jazz, and PTCL; UC Berkeley graduate, Mr. Iskander Alex Shalaby is the ex-Chairman & CEO of Mobinil, former AT&T executive, Syed Bashir Ahmad is the ex-Head of Private Banking at ABN AMRO, ING, and Bank of Singapore; CEO of Halkin Investments, Mr. Iain David Johns is the Group Head of Private Client Services at JTC; board member of MAS Singapore and Jersey FSC, Syed Mukhtar Ahmed is the ex-EVP International Communications at PTCL; Advisor to Saif Telecom/Transworld, Mr. Pervez Iftikhar is the independent Telecom Policy and Regulation consultant; founding CEO of USF Pakistan; former Country Head of Siemens Telecom Pakistan, Mr. Khursheed Ashraf is the General Manager, Waleed Associates; board/committee roles at Siemens LLC Oman, NEWREST WACASCO, and Mr. Nauman Rafique is a seasoned finance and legal professional with nearly 30 years of experience in audit, taxation, and corporate governance. He is a Senior Partner at Suriya Nauman Rehan & Co. (UHY International), served as CFO for the US$800 million Ghazi Barotha Hydropower Project and advising the World Bank, ADB, and GIZ on public sector tax reforms. Collectively, they bring over four decades of leadership experience each, ensuring robust governance and strategic oversight. The board currently has three committees, i.e., Finance Committee, Audit & Tax Committee, and Technical & Investment Committee. The auditors of the Company are A. F. Ferguson & Co., categorized under the ‘A’ category on the list of SBP list of auditors. They have expressed an unqualified opinion on the financial statements of the Company as at December 31, 2024. Audit for CY25 is currently in process.

TWA has a lean organizational structure, and a majority of the senior management has been associated with the Company for a long time. The structure of the Company is divided into different functional departments, namely: (i) Finance, (ii) Engineering, (iii) Commercial, (iv) HR, (v) IT, (vi) Government Relations & Admin, (vii) Internal Audit, and (viii) Governance. The management team of Trans World is well-experienced and led by Mr. Saad Muzaffar Waraich, the President, is an experienced ICT leader, with a background spanning technology, organizational transformation, and sales operations. He has held senior roles at global and national firms, including Nokia, IBM, Comptel, and Nokia Siemens Networks, as well as major Pakistani telcos like PTCL and Ufone. He is supported by Mr. Aasif Inam, Deputy CEO & COO who is a seasoned professional and bring extensive experience in the telecom sector, driving strategic growth and innovation. They also bring valuable insights ensuring strong leadership and strategic guidance for the Company. Supported by a highly qualified management team with strong expertise, TWA is well-positioned to thrive in the competitive telecom industry. Mr. Naveed Malik, the CFO, has 30+ years of experience and has been associated with TWA since 2010. Currently, TWA has a Pricing, Procurement & Investment committees in place. Besides, they have a well-established dashboard system on Power BI to assess real-time performance and address any shortfall in their performance. The departmental heads have regular joint sessions to discuss the business strategy. An in-house real-time information/dashboard system exists for TWA. IT function is divided into different areas: Infrastructure, Operations, Development, and ERP & CRM support. The Company has a stringent control environment, including an independent internal audit function and regular third-party audits. They regularly assess the effectiveness of risk assessment, internal controls & financial reporting. TWA has established the Cyber Security Framework to effectively identify and address the risks related to Cyber Security within the organization. In 2025, the Company established its Enterprise Risk Management framework to further strengthen its internal controls and risk governance.

Pakistan’s internet infrastructure comprises Tier-I, Tier-II, and Tier-III providers, with Tier-I operators responsible for international connectivity through submarine cable systems. Currently, three Tier-I operators: Pakistan Telecommunication Company Limited (PTCL), Trans World Associates (TWA), and Cybernet (landing partner of the PEACE Cable System), handle the bulk of international internet traffic and supply bandwidth to mobile operators, ISPs, corporates, and SMEs. According to the Pakistan Telecommunication Authority (PTA), Pakistan had approximately 155mln broadband subscribers as of Dec’25, while data consumption reached ~27,727 petabytes in FY25, reflecting ~10.3% YoY growth. The continued expansion of cloud computing, artificial intelligence applications, and fintech adoption is expected to sustain strong demand for data capacity and bandwidth services. Pakistan’s total installed international bandwidth capacity stood at ~17.21Tbps, with ~13.01Tbps activated, supplied mainly by PTCL and TWA alongside other operators, including Cybernet and Special Communications Organization. To capture rising demand, TWA is pursuing network capacity expansion, long-haul and metro network upgrades, and new technology deployment to strengthen domestic connectivity and service redundancy. During CY25, the Company’s revenue grew to ~PKR 15,713mln (CY24: ~PKR 13,311mln; CY23: ~PKR 10,618mln), reflecting ~18% YoY growth, primarily driven by the Carrier, Wholesale, and International segments, alongside ~21.7% growth in the Corporate and Enterprise segment, supported by LDI Voice business. Profitability remained stable, with gross margin at ~47.9% (CY24: ~46.8%) and operating margin at ~34.0% (CY24: ~36.2%), the slight decline mainly attributable to certain operational costs of ad hoc nature during CY25. Meanwhile, net margin improved to ~18.0% (CY24: ~16.8%). Strategically, TWA continues to strengthen its network infrastructure. The Company has initiated domestic long-haul and metro network upgrades under the LDI license granted by PTA in 2023, enhancing its penetration in urban markets. Internationally, TWA is a consortium member of the SEA-ME-WE 6 submarine cable system, now expected to become operational by Q1CY27 following rerouting due to geopolitical developments. Additionally, TWA is the landing partner for the Karachi branch of the 2Africa Submarine Cable System, one of the world’s largest subsea cable networks, bringing significant incremental capacity and redundancy while strengthening the Company’s market positioning and enabling potential partnerships with global cloud and hyperscale players.

Historically, TWA has efficiently managed its working capital requirements as the Company has continuously been in the expansionary phase. In CY25, trade receivables slightly decreased and reached 134 (CY24: 145; CY23: 166) and the trade payable days also decreased to 83 during CY25 (CY24: 89; CY23: 84). Resultantly, the net working capital days slightly decreased to 51 in CY25 (CY24: 56; CY23: 82). The Company’s FCFO reached ~PKR 4,406mln during CY25 (CY24: ~PKR 4,238mln; CY23: ~PKR 3,998mln). The interest coverage ratio stood at 7.9x in CY25 (CY24: 7.3x; CY23: 8.7x). However, the core-debt coverage ratio deteriorated and reached 0.7x in CY25 (CY24: 1.2x; CY23: 2.9x), due to the increase in the current maturity of long-term borrowing. During CY25, the Company’s leveraging stood at ~46.0% (CY23: 46.9%; CY24: CY23: ~49.5%). Short-term borrowings increased and recorded at PKR 1,483mln in CY25 (CY24: ~PKR 640mln; CY23: PKR 759mln). However, mainly borrowing consists of long-term borrowing and is recorded at PKR 8,781mln in CY25 (CY24: ~PKR 10,166mln; CY23: ~PKR 9,559mln).

The delay in the SEA-ME-WE-6 submarine cable system landing, primarily due to geopolitical conflicts in the region, necessitated the re-routing of the cable from Yemen to the Yanbu landing point. This adjustment led to an increase in the overall project cost and temporarily constrained the ability to cater to the Country’s growing data capacity demand. In response, the Company undertook additional CAPEX to expand the capacity of its existing submarine cable systems, namely TW1 and SMW5, to ensure continuity of service and meet rising bandwidth requirements. In parallel, the Company is also expanding its data center infrastructure, including additional rack capacity at its landing station based in Karachi port, which has further elevated the overall CAPEX requirements.

Trans World Associates (Pvt.) Limited is set to issue its first Rated, Secured, Privately Placed, Short-Term Sukuk, valued at PKR 1.5 billion. The proceeds of the issue will be utilized by the Company to meet its working capital requirements. This Sukuk features a markup of 6MK+0.65% with a tenure of six months and is secured by a ranking charge over the Company’s fixed assets (excluding land & building) with a 20% margin. The instrument will be redeemed in bullet at the expiry of the tenor.

The underlying instrument is secured by a ranking charge over the Fixed Assets (excluding land & building) of the Company, with a 20% margin.

The sukuk is secured by way of: (i) All identified business collections of the Issuer to be maintained with Meezan Bank Limited, as per the existing arrangement of the Company, during the tenor of the Sukuk. (ii) The Sukuk Payment Account (SPA) (in form of COIs or any other comparable instrument) shall be filled with proceeds from these collections under instructions from the Issuer. The Issuer shall ensure that business collections are sufficient to fill the SPA, as per the pre-agreed schedule. (iii) A weekly payment, equivalent to PKR 187.5 million shall be deposited (as shown in the table below), routed from the collection account to SPA on or before 60 days (last two months) of Sukuk Maturity, with complete funding to be arranged 7 working days before Maturity Date.

(iv) The Issuer shall provide Post Dated Cheques (PDCs) along the SPA timeline to the Investment agent, as risk mitigating tool. (v) The SPA will remain under the lien of the investment agent. The SPA will be released by Investment Agent and funds transferred to TWA designated account prior to Maturity Date.