JazzWorld Pakistan Limited (formerly Pakistan Mobile Communications Limited), hereinafter referred to as the “Company” or “Jazz,” is a public unlisted Company with its head office located in Islamabad. Subsequent to the year ended CY25, the Company obtained approval from the Securities and Exchange Commission of Pakistan (SECP) to change its name from 'Pakistan Mobile Communications' Limited to 'JazzWorld Pakistan Limited', following the submission of the requisite documentation.

Jazz was incorporated in Pakistan in December 1990 as Private Limited Company, and commenced operations in August 1994. In February 2005, the Company changed its status from a Private Limited Company to a Public Limited Company. Jazz was initially also rated by International Rating Agencies due to its foreign debt exposure.

Jazz is Pakistan’s largest cellular telecommunications service provider, engaged in the installation, operation, and maintenance of a nationwide GSM cellular network under the brand name “Jazz.” The Company provides a comprehensive range of mobile telecommunications services, including voice, data, and value‑added services, to a broad consumer and enterprise customer base across the country. In addition to its core connectivity services, Jazz has expanded its operations into digital platforms, including digital financial services, enterprise connectivity solutions, cloud and data services, and digital lifestyle offerings. With flagship applications such as SIMOSA, GameNow, Bookme.pk integration, FanPulse, and WhatsApp Self-Service, Jazz continues to broaden its digital ecosystem and reinforce its industry stewardship. The Company is driving the evolution of Pakistan’s digital ecosystem with a diverse portfolio of homegrown OTT platforms — including JazzFi, Tamasha, Simosa, Garj, and Deikho — strengthened by an expanding range of innovative cloud services. These services are delivered through a robust digital ecosystem that leverages advanced technologies and data‑driven insights to enhance customer experience and drive sustainable growth. The Company’s operations are supported by extensive network infrastructure, continued investment in spectrum and technology upgrades, and a strong focus on service quality, coverage, and regulatory compliance. By combining scale, operational excellence, and local market expertise, Jazz remains a key contributor to Pakistan’s digital inclusion and telecommunications landscape.

VEON Ltd. (VEON) owns ~100% shareholding of the Company, ~85% of the issued share capital in the Company through wholly owned subsidiary 'International Wireless Communications Pakistan Ltd' (incorporated in Malta) ("IWCPL"), which holds directly and indirectly through Telecom Management Group Limited ("TMGL") and ~15% stake through another wholly owned subsidiary VEON Pakistan Holdings B.V (incorporated in Netherlands) ("VEON Pak"). The ultimate parent Company is VEON Ltd. with its headquarters in Amsterdam, the Netherlands (incorporated in Bermuda) ("VEON"). Both TMGL and VEON Pak are wholly owned subsidiaries of VEON Ltd.

VEON’s ownership structure is characterized by stability, supported by the Group’s strong financial performance, disciplined liquidity management, and prudent capital allocation. Over time, VEON has demonstrated resilience in navigating complex market dynamics, reinforcing investor confidence and sustaining its position within the global digital communications industry. The ownership framework is expected to remain stable, with clear representation at the governance level, ensuring transparency, accountability, and sound strategic decision‑making. This stability enables the Group to pursue a long‑term strategic vision, fostering sustainable growth while adapting to evolving business landscapes. Within this framework, Jazz’s operations in Pakistan further exemplify stability and consistency, underpinned by its market‑leading position, strong subscriber base, and entrenched national presence. As the largest mobile network operator in the country, Jazz has maintained operational continuity through sustained investment in network infrastructure, spectrum optimization, and digital platform expansion. Its deep understanding of local market dynamics, proactive regulatory engagement, and diversified revenue streams have enabled Jazz to remain resilient amid economic and competitive pressures. This operational and ownership stability allows Jazz to support long‑term planning, drive digital inclusion initiatives, and contribute reliably to VEON’s overall performance and strategic objectives in the region.

VEON operates as a global digital communications Company, offering a diverse range of services through its well‑established brands, including Banglalink in Bangladesh, Jazz in Pakistan, Kyivstar in Ukraine, and Beeline in Kazakhstan. Through these brands, VEON delivers advanced connectivity solutions, enabling millions of users to access reliable telecommunications services and digital innovations. Jazz, VEON’s flagship operation in Pakistan, demonstrates strong business acumen through its customer‑centric strategy, robust operational execution, and ability to adapt swiftly to a dynamic and highly competitive market. The Company has successfully leveraged data‑driven decision‑making, strategic partnerships, and portfolio diversification—including digital financial services, enterprise solutions, and digital platforms—to drive sustainable revenue growth. Jazz’s disciplined capital allocation, focus on operational efficiencies, and proactive regulatory engagement further reflect its prudent management practices. With a continued emphasis on innovation and digital inclusion, VEON invests in cutting‑edge technologies to enhance customer experiences and bridge gaps in digital accessibility. By combining local market expertise with global best practices, the Group remains a significant and resilient player in the evolving global digital landscape.

VEON offers a wide range of wireless, fixed, and broadband services to over ~160mln customers in ~6 countries. The group (formerly Vimplecom) has rebranded to VEON by revitalizing its business operations from telecom to wider technology platforms in order to penetrate diversified streams. During CY25, VEON Ltd revenue clocked in at USD 4,399mln and EBITDA stood at USD 2,009mln.

The Company's Board of Directors comprises nine distinguished members, including the Chief Executive Officer. Each member brings extensive experience from diverse industries, contributing valuable insights and leadership to the organization. With a collective wealth of knowledge, the Board plays a crucial role in steering the Company towards its strategic objectives while maintaining strong governance standards. Their expertise ensures informed decision-making, effective oversight, and a long-term vision that drives corporate success and sustainability.

Mr. Muhterem Kaan Terzioglu is the chairman of the board. Prior to joining VEON, Kaan was Turkcell’s CEO from April 2015 until March 2019. In that role, he led the Company's successful digital transformation. Before joining Turkcell, Kaan held global managerial roles at Cisco and Arthur Andersen, working across Europe and the United States. The board comprises highly qualified and experienced professionals holding senior positions in the group Companies. Mr. Aamir Hafeez Ibrahim, CEO Jazz, is a seasoned Pakistani business executive. With over ~30 years of experience in telecommunications and digital technology, he has driven innovation and expansion across the Company’s vast customer base of more than 100 million users. A strategic leader, he has also held key roles in related ventures, including Chairman of Mobilink Bank and leadership at JazzWorld.

The Board of Directors plays a pivotal role in shaping the Company’s strategic direction and ensuring alignment with its overarching objectives. Regular board meetings serve as a forum for evaluating management performance, fostering accountability, and driving sustainable growth. Through these sessions, the board provides critical oversight, assesses key financial and operational decisions, and helps steer the Company toward long-term success. Their collective expertise and leadership ensure that strategic goals are effectively pursued while maintaining governance standards and corporate integrity.

Company's Auditors, KPMG Taseer Hadi & Co. has expressed an unqualified opinion on the Company’s financial statements for the year ended December 31, 2025. The internal audit function of the Company is in-house and reports directly to the board.

Jazz operates with a well-defined organizational structure that ensures efficiency and clarity in management. Various operational activities are systematically segregated and managed by different specialized departments, allowing for streamlined execution and effective oversight. Each department is led by a dedicated head who is responsible for managing their respective functions. These department heads report directly to the CEO, ensuring alignment with the Company's strategic vision and operational goals. Additionally, they maintain accountability to their respective counterparts at VEON, fostering consistency and collaboration at the corporate level. This structured approach enhances operational efficiency, strengthens decision-making, and supports the Company's ability to adapt to industry demands while maintaining strategic alignment with VEON’s overarching objectives.

Mr. Aamir Ibrahim, the CEO, brings a wealth of experience spanning over two decades across leading companies, industries, and international markets. His expertise, particularly in the telecom sector, positions him as a visionary leader driving strategic growth and innovation within the organization. Alongside him, Mr. Farrukh Khan, the CFO, adds immense financial acumen, backed by over three decades of experience in esteemed financial institutions. His deep knowledge in mergers and public offerings strengthens Jazz's financial strategy, fostering stability and forward-looking innovation. Together, their leadership ensures a dynamic and resilient corporate direction, empowering the Company to navigate industry challenges while pursuing sustainable growth.

Jazz top management is composed of highly qualified professionals with prestigious educational backgrounds from distinguished local and international institutions. Their expertise is further enriched by diverse experience, both within the country and abroad, enabling them to bring global best practices and strategic insights into the organization. The Company follows a structured reporting hierarchy, with the Chief holding the highest leadership position, overseeing strategic operations and decision-making. Directly under the Chief is the Vice President, followed by Directors and Senior Managers who manage departmental functions and execution. Below them, are Managers and Associates, who contribute to operational processes and ensure smooth business execution across different levels. This well-defined structure enables efficient communication, accountability, and strategic alignment across the organization, fostering a cohesive and results-driven corporate environment.

The Company utilizes an Oracle-based Enterprise Resource Planning (ERP) system, comprising various integrated modules that seamlessly connect all back-end departments. This comprehensive integration ensures smooth data flow, enhances operational efficiency, and enables real-time insights across the organization. By leveraging Oracle’s robust ERP solution, the Company benefits from streamlined processes, improved decision-making, and a cohesive digital infrastructure that supports business growth and agility.

The Company has established strong systems and controls & continuously improving under the guidance of VEON. As VEON is listed on New York Stock Exchange (NYSE) and Companies listed on the New York Stock Exchange (NYSE) are generally required to comply with the Sarbanes-Oxley Act (SOX) and must establish and maintain effective internal controls over financial reporting, have independent audit committees, and comply with various reporting and disclosure requirements outlined by SOX . Report generation has been optimized to bring efficiency. Furthermore, the group has been directed to bring Jazz under the global reporting system (GRS) which will be centralized at VEON. The management of Jazz reports at the Group level on a monthly basis via presentations on performance and key KPIs.

Pakistan’s telecommunications sector in 2026 is characterized by structural realignment, gradual financial stabilization, and a transition toward data‑centric and digital‑service‑led growth. The industry has shifted from a highly fragmented and aggressively competitive environment to a more concentrated market structure following recent consolidation. The integration of Ufone and Telenor has effectively reduced the number of major mobile network operators, reshaping competitive dynamics and altering market shares. As a result, the sector now exhibits higher concentration levels, with three principal operators accounting for the majority of subscribers and revenues. This consolidation has moderated pricing competition and has implications for regulatory oversight, market efficiency, and long‑term investment behavior. Financially, the telecom sector continues to maintain a significant position within Pakistan’s services economy. Total sector revenues have surpassed earlier thresholds, supported primarily by sustained growth in mobile data usage and broadband adoption rather than increases in subscriber numbers. Average revenue per user has shown improvement, reflecting higher data consumption and the increasing contribution of value‑added services. Nonetheless, operating margins remain constrained by elevated energy costs, currency volatility, and regulatory payments linked to foreign exchange benchmarks. These factors have increased the importance of cost management, network efficiency, and diversified revenue streams for operators. The allocation of additional spectrum through the 2026 Next Generation Mobile Services auction represents an important development in the sector’s evolution. Expanded spectrum availability has addressed capacity limitations that had affected network performance in previous years, particularly for fourth‑generation services. In the short term, the impact of this allocation is expected to be reflected in improved service quality and reduced congestion. Over the medium term, the spectrum holdings provide a foundation for the introduction of fifth‑generation services, although commercial deployment is anticipated to be selective and concentrated in high‑demand urban and enterprise locations rather than nationwide. From a technological perspective, the sector remains predominantly reliant on 4G infrastructure, which continues to carry the majority of mobile data traffic. While 5G licensing has been completed, effective deployment is constrained by limited fiber backhaul penetration and broader infrastructural challenges. As a result, operators are prioritizing targeted use cases, such as enterprise connectivity, industrial applications, and fixed wireless access, rather than widespread consumer rollout. Network modernization efforts are therefore focused on capacity optimization, spectrum refarming, and incremental fiber expansion. Industry cost structures are increasingly shaped by infrastructure sharing and operational integration. Passive infrastructure sharing, national roaming arrangements, and tower‑company partnerships are being utilized to mitigate capital and operational expenditures, particularly in rural and lower‑density areas. Consolidation has further enabled the rationalization of overlapping assets and has improved spectrum utilization efficiency. These developments reflect a broader shift toward operational sustainability and return‑focused investment planning. The regulatory environment continues to play a central role in influencing sector outcomes. Operators operate within a framework marked by high taxation, right‑of‑way challenges, and dollar‑linked licensing obligations, while revenues remain largely denominated in local currency. Regulatory authorities have signaled increased emphasis on service quality, infrastructure optimization, and sector stability. However, further reforms related to fiber deployment, cost rationalization, and long‑term spectrum policy may be required to support sustained investment and service improvements. Looking ahead, growth in Pakistan’s telecom sector is expected to be driven less by subscriber expansion and more by increased data usage per user and the development of digital and enterprise‑focused services. Mobile financial services, enterprise connectivity solutions, cloud‑related offerings, and IoT applications are increasingly integral to operators’ strategies. While overall growth is likely to remain moderate, the sector appears to be entering a phase defined by consolidation, targeted technology deployment, and a gradual shift from volume‑driven competition to efficiency and monetization‑led performance.

Jazz maintains a strong relative position in Pakistan’s telecommunications market, supported by a large subscriber base, broad spectrum holdings, and an extensive nationwide network. Its presence across multiple frequency bands enables it to address both coverage and capacity requirements, while scale provides operational and cost efficiencies. The Company’s diversified service offerings and continued investment in network infrastructure position it competitively within an evolving and increasingly data‑driven market environment. The Company’s performance reflects continued progress in its transition toward an integrated digital services model under the JazzWorld framework. Digital capabilities and artificial intelligence are being embedded across platforms to enhance service delivery and customer engagement for a broad user base. The Company relishes on a share of ~37% in market cellular subscribers followed by Zong which has a ~26% market share, Telenor with a ~21% market share, and Ufone has a ~15% of market share respectively. Jazz maintains its position as the market leader, holding ~37% share of the cellular market in terms of total subscribers. However, subscriber growth remained constrained, with the reported ~74.8mln subscribers as of March 2026. Jazz leads the market in terms of 3G/4G subscribers, Jazz 4G subscribers stood at ~57mln by the end of March-26. Jazz aims to evolve from a mobile telecommunications operator to a dynamic service Company, focusing on leveraging its strengths in data and connectivity. The Company plans to disrupt multiple sectors such as financial services, software development, data centers and cloud solutions, and entertainment. With a projected compound annual growth rate (CAGR) of over 20%, Jazz intends to double its revenue by 2027. Key contributions to this growth are expected from its new ventures, including the fintech platform JazzCash, the cloud service Garaj, SIMOSA, Fikrfree, ROX and the digital streaming service Tamasha. In CY25, Jazz invested PKR 58.6bn to expand network capacity, enhance digital platforms, and support its transition toward an integrated digital services model under the JazzWorld framework, covering connectivity, fintech, entertainment, insurance, and digital platforms. The investment focused on strengthening network infrastructure, scaling digital services, and integrating artificial intelligence into customer-facing processes and internal operations.

During CY25, Company reported revenue growth of ~17% in telecom and infrastructure services on year‑on‑year, reaching PKR ~328,222mln compared with PKR ~280,291mln in CY24. The increase in revenue was supported by a growth in the total mobile subscriber base and an increased average revenue per user (ARPU). This performance reflects effective repricing measures, improved prepaid monetization, and continued customer adoption of bundled connectivity and digital services. Despite the improvement in revenues, the Company recorded a net loss of PKR ~16.8bn in CY25, compared with a net profit of PKR ~43bn in CY24, primarily due to the recognition of a one‑time transaction‑related tax charge during the period, excluding this non‑recurring impact, underlying operational performance remained stable.

The Company’s net margin declined to negative ~5.1% in CY25, compared with ~15.4% in CY24, primarily due to the impact of a one‑time transaction‑related tax charge recognized during the period. In terms of average revenue per user (ARPU), voice ARPU decreased marginally to PKR 68.4 per user in CY25 from around PKR 69 in CY24. Data ARPU, however, increased to PKR 282 per user in CY25 compared with around PKR 233 in CY24, reflecting continued growth in data consumption and revenue contribution.

Jazz places sustainability at the core of its long-term strategy by integrating environmental responsibility, digital inclusion, and technological advancement into its operations. The recently concluded spectrum auction represents a further step in strengthening network capabilities, with Jazz acquiring 190 MHz of spectrum for USD 239.5 million, expanding spectrum holdings and enhancing network capacity. Alongside ongoing infrastructure investment, including a planned investment of approximately USD ~1bn over the next three years, these initiatives are intended to support evolving technology requirements, including the phased introduction of 5G, while expanding digital connectivity across Pakistan. Following the launch of 5G licensing in Pakistan, this development is viewed as an enabler of broader digital transformation, with potential benefits such as improved network efficiency, reduced energy consumption per unit of data, and the development of new use cases across industries. Jazz holds spectrum across all major frequency bands—700 MHz, 2300 MHz, 2600 MHz, and 3500 MHz—making it the only operator with holdings across these bands and supporting a multi‑layered network designed to address both coverage and capacity needs. As part of the initial rollout phase, 5G services are operational at approximately ~180 sites across Islamabad, all provincial capitals, and major metropolitan centers, including Islamabad, Rawalpindi, Lahore, Karachi, Peshawar, Quetta, Multan, and Faisalabad. These initiatives are intended to support future technology requirements, including the phased introduction of 5G, and to expand digital connectivity and access across Pakistan. The Company continues to invest in energy-efficient infrastructure and renewable energy solutions to minimize its carbon footprint while preparing for next-generation connectivity. Leveraging its digital ecosystem—particularly JazzCash and Mobilink Microfinance Bank—Jazz promotes financial inclusion and socioeconomic development. Through responsible adoption of 5G and technology-driven innovation, Jazz aims to deliver long-term value while contributing to Pakistan’s sustainable and connected future.

The Company’s operations remain strongly cash‑oriented, as reflected in its EBITDA‑to‑sales ratio. In CY25, the ratio stood at approximately ~49%, compared with around ~43% in CY24, indicating an improvement in the Company’s ability to convert revenue into operating earnings. This performance demonstrates sustained operational efficiency and resilience amid changing market conditions. The strength in EBITDA generation underscores the Company’s continued capacity to generate cash internally, providing financial flexibility to support reinvestment in growth initiatives, fund operational requirements, and manage debt obligations in a disciplined manner.

In CY25, the Company reported an improvement in financial performance, as reflected in free cash flow from operations (FCFO) of PKR 148,925mln, compared with PKR 102,735mln in CY24. The year‑on‑year increase reflects stronger cash generation from core operations, supported by disciplined cost management, effective working capital optimization, and stable operating performance. The higher FCFO indicates improved liquidity generation, enhancing the Company’s capacity to meet operating requirements, service financial obligations, and fund capital investments without over‑reliance on external financing. This improvement also provides greater flexibility to support strategic initiatives and sustain business operations amid a changing economic and industry environment.

As of CY25, the Company's debt portfolio consisted of a mix blend of short-term and long-term borrowings. The leveraging increased to ~72% (CY24: 69%) primarily due to license fee payments and capital expenditure requirements. In January 2026, Jazz executed a PKR 75bn interest rate swap with United Bank Limited (UBL), the largest such transaction completed in Pakistan to date.  The long-tenor swap helps mitigate interest rate risk on PKR‑denominated borrowings, supporting improved cash-flow visibility and financial planning.  The transaction reflects the growing capacity of Pakistan’s financial markets to structure and execute large-scale local-currency derivative solutions.  UBL acted as the sole counterparty and structuring bank, providing a solution aligned with Jazz’s risk management objectives. undertaking was aimed at advancing the telecom and digital infrastructure across Pakistan.