Infralectric (Pvt.) Ltd (“The Company or “Infralectric”) represents a specialized energy infrastructure platform dedicated to enabling telecom network continuity through sustainable and efficient power solution. Founded in 2021, the Company operates at the intersection of digital connectivity and renewable integration, targeting a market segment where energy reliability is mission-critical for telecom operators. Its core proposition centers on delivering energy-as-a-service (EaaS) under long-term, lease-backed frameworks, an approach that removes upfront capital burdens for clients while embedding predictable, indexed cash flows for Infralectric. The Company’s operating model is structurally differentiated. Unlike conventional EPC or O&M vendors, Infralectric undertakes full-scope ownership of energy assets for tower sites, underpinned by tripartite agreements between Infralectric, Mobile Network Operator (MNO), and financial institutions. This architecture creates a closed-loop financing ecosystem: capital expenditure is front-loaded but fully off-balance sheet for clients, while payment obligations remain enforceable under multi-year service contracts. Such structuring mitigates demand-side volatility, ensuring revenue certainty even amid sectoral fluctuations.

Infralectric (Pvt.) Limited is a privately held company, with SC Technologies Global (Pvt.) Limited (SCT) serving as the majority shareholder, holding 51% of the Company's shares. The remaining ownership is distributed among the Board of Directors, including Mr. Bilal Qureshi (Founder/CEO) with a 30% stake, Mr. Abdul Rehman Atif Qureshi (Chairman) holding 14%, and Ms. Ayla Majid (Co-Founder/Director) with 5%.

While the three-member structure enables agile decision-making, introducing greater diversity in expertise can further enhance the board’s effectiveness. The board convenes periodically, with minutes duly documented, ensuring a structured approach to governance. To further institutionalize oversight, the Company has constituted four board-level committees; (i) Audit, Finance, Investigation, Financial Risk Management & Control Committee, (ii) Human Resource, Legal & Miscellaneous Matters Committee, (iii) Procurement Committee, and (iv) Risk Committee, all operating under board-approved TORs.

This management team brings a blend of financial expertise, technical proficiency, and strategic leadership, reinforcing Infralectric’s operational and financial stability. The finance function is led by Mr. Abdullah Saleh (Chief Financial Officer) and Mr. Sohaib Ashraf (Director Finance), both ACCA-qualified professionals with a combined 21 years of experience, ensuring sound financial management and compliance. Mr. Jamal Arshad (Project Director), with 18 years of industry experience, provides technical leadership in telecom energy infrastructure. This experienced leadership team plays a pivotal role in executing Infralectric’s business model effectively.

Infralectric’s business risk profile is underpinned by Pakistan’s structurally expanding telecom sector, where energy solutions constitute a critical operating cost component, driving sustained demand for alternative power models. The Company leverages an Energy-as-a-Service construct anchored in long-term, inflation-linked lease contracts, which provide predictable cash flow visibility and off-balance-sheet benefits for counterparties. Its early-mover advantage, evidenced by the solarization of over 1,500 towers, four times the nearest competitor, and service agreements with Tier-1 operators such as Telenor and Ufone, strengthens competitive positioning in a market projected to expand to 75,000–80,000 towers over the medium term. While historical revenue remains transitional owing to IFRS 16 recognition constraints, forward cash generation is expected to normalize from FY25 as lease contracts season into financial statements, establishing a recurring earnings base. Execution risk persists, given the capital-intensive rollout and concentrated client exposure; however, structural mitigants, including sponsor backing, contractual tripartite frameworks, and covenant-enforced governance, materially temper downside risk. Collectively, these dynamics situate Infralectric within a moderate-to-high risk band, balanced by systemic growth tailwinds, embedded cash flow predictability, and institutionalized credit protections that reinforce resilience across operating cycles.

Infralectric’s financial risk profile reflects the transitional dynamics of a capital-intensive, lease-based business model, wherein traditional performance ratios understate the Company’s underlying credit fundamentals. Liquidity remains adequate, evidenced by a current ratio of 1.7x, providing interim stability until recurring lease inflows begin to crystallize in FY25. Coverage metrics, EBITDA-to-finance cost at -0.3x and FCFO-to-finance cost at -0.2x, are presently constrained by deferred revenue recognition under IFRS 16 and front-loaded infrastructure deployment, with a debt payback ratio of -7.3x accentuating this phase. PACRA anticipates progressive normalization as contractual maturities converge with recognized revenue, supported by management’s indicative FY25 cash flow trajectory. Capitalization is characterized by elevated leverage, with debt comprising ~63.2% of capital (FY23: 75.1%), a construct inherent to the asset-light EaaS framework that capitalizes long-term lease obligations upfront. Importantly, PACRA’s adjusted view of equity, incorporating PKR 550 million of verified capital injections under tripartite arrangements, raises the effective equity base to PKR 750 million, mitigating headline gearing concerns. While borrowing costs have trended upward with the transition from concessional green financing to market-linked KIBOR-based structures, the sponsor’s demonstrated commitment to incremental equity infusion anchors balance sheet resilience and underpins debt-servicing sustainability over the medium term. Collectively, these factors situate Infralectric’s financial risk in a transitional but improving posture, contingent on the timely realization of projected operating cash flows and adherence to structured governance and covenant frameworks.

The proposed instrument, guaranteed by InfraZamin Pakistan Limited (IZP), is a secured, privately placed, Shariah-compliant Sukuk facility of up to PKR 3.0 billion, structured on a term-based, multi-tranche framework to finance deployment of energy infrastructure across Infralectric’s contracted telecom portfolio. Minimum investment is set at PKR 5,000 (Pakistani Rupees Five Thousand only).

Purpose of the Issue/Sukuk:

The Sukuk has been structured as the central financing vehicle to support Infralectric’s scale-up of contracted telecom energy sites, enabling conversion of diesel-dependent tower operations into hybrid and renewable-backed infrastructure. Proceeds are earmarked for deployment of solar PV arrays, lithium-ion storage systems, IoT-based monitoring, and related project accounts, directly tied to executed Service Orders with major MNOs. Strategically, the proposed instrument bridges the Company’s rapid growth trajectory with Pakistan’s broader energy transition agenda, ensuring that expansion capital is raised in a manner consistent with Shariah compliance, investor protection, and measurable sustainability outcomes. By embedding diesel displacement, CO₂ reduction, and employment generation into its objectives, the Sukuk serves not only as a funding source but also as a developmental lever, aligning financial structure with environmental and social imperatives.

Proceeds handling and escrow mechanics: 

The proceeds of the equity contribution and the Sukuk issuance shall be deposited into an escrow account and shall be released in accordance with invoices related to work completed under the approved Service Orders, including eligible advance payments. Such disbursements from the escrow account shall be subject to written confirmation by both the Guarantor and the Issue Agent. This confirmation may only be withheld if objective conditions precedent (CPs) specific to each disbursement have not been satisfied. In the absence of such unmet CPs, the Guarantor shall not withhold confirmation. This escrow-first discipline enforces that Sukuk proceeds are utilized solely against verified project milestones or eligible advance payments, under an externally governed disbursement framework.

Issuance framework and tranche discipline: 

The facility may be issued in up to three tranches. Each subsequent tranche must be drawn within 6 months of the previous drawdown; failure to do so causes the unutilized portion to lapse and reduces InfraZamin’s guarantee commitment permanently to the amount actually disbursed. The overall availability period is capped at 12 months from the first-tranche issuance. In line with regulatory requirements, the Sukuk will be issued in book-entry (digital) form through the Central Depository Company of Pakistan (CDC), with completion expected within 180 days of the Issue Date.

From a rating perspective, PACRA’s opinion currently applies to the full PKR 3.0 billion Sukuk facility as structured. However, the enforceability of the guarantee, and therefore the coverage of the rating, is directly tied to the portion actually issued and backed by InfraZamin at any point in time. If the future tranches are not drawn within the stipulated period, the facility and rating horizon will effectively narrow to the outstanding issuance secured under the guarantee.

Each tranche carries a tenor of up to 7.5 years, inclusive of a six-month profit-only grace period, followed by amortization through 14 semi-annual instalments (with first principal payable 12 months post-issuance). Pricing is currently set at six-month KIBOR + 75 bps, though remains indicative pending finalization at launch. As the term sheet is non-legally binding, the definitive coupon will be confirmed prior to issuance; accordingly, pricing may be reset at financial close.

Use of proceeds and off-taker linkag: 

Disbursements from Sukuk proceeds are structured to follow the Company’s contracted rollout, with funds released strictly against certified milestones under approved Service Orders. These installations, covering solar PV, lithium-ion storage, and digital monitoring systems, are embedded within long-term master agreements with leading MNOs, ensuring that every tranche directly maps to enforceable receivables. The current operational base of ~1,500 sites, with a further ~1041 under execution and financing arranged for subsequent orders, provides visible absorption capacity. This design ties utilization not only to growth delivery but also to contractual cash inflows, reinforcing repayment integrity and sustaining investor priority under the governed escrow and prefunding regime.

Repayment and liquidity architecture:

All assigned receivables flow first into a non-checking Collection Account. From this account, prefunding transfers are executed under a governed mechanism, whereby funds are channelled into the Finance Payment Account (FPA) and Guarantee Payment Account (GPA) in proportion to the time intervals required for DPA funding, so that each semi-annual obligation is accumulated smoothly over six months. These transfers are subject to confirmation by the Guarantor and the Issue Agent, ensuring that prefunding is not merely mechanical but externally supervised. The Finance Service Reserve Account (FSRA) is seeded at issuance (equal to the second semi-annual coupon,  P+I+G) and is contractually built up monthly to the peak instalment level by month 18, thereafter being maintained at required levels throughout the tenor; the trustee has explicit draw rights for immediate shortfalls, and replenishment is required of the Issuer with sponsor support as a secondary backstop.

During the initial 12 months, only profit obligations fall due, enabling liquidity buffers to strengthen before amortization begins. From month 13 onwards, scheduled principal repayments commence alongside profit servicing. At this stage, receivable flows continue to prefund the FPA and GPA proportionate to the time period required for DPA funding, while parallel contributions progressively raise the FSRA to peak instalment size. This dual-layered framework ensures that every coupon date from month 13 onward is prefunded well in advance, materially reducing payment risk. Only after prefunding of FSRA, FPA, and GPA thresholds is completed will any residual issuance proceeds held in escrow be released for contractor payments or operational expenses, thereby reinforcing investor priority.

Developmental and environmental outcomes: 

Beyond credit mechanics, the transaction targets measurable green outcomes, primarily diesel displacement at tower sites, network decarbonization and localized job creation for installation and maintenance. The issuer will report key impact metrics (including estimated CO2 reductions) against tranche deployment milestones as part of the covenanted monitoring regime. Independent verification of these environmental claims will be conducted by the Pakistan Environment Trust, acting as the appointed Green Sukuk Reviewer.

The Issue is a Privately Placed, Rated, Secured, DSLR Listed*, Shariah Compliant redeemable debt instrument in the nature of Sukuk (the “Instrument” or the “Issue”) under Section 66 of the Companies Act, 2017 and as conferred in Sukuk (Privately Placed) Regulatons, 2017.

The Sukuk benefits from a multi-layered credit enhancement framework designed to minimize probability of default and ensure continuity of payments, even under stressed operating conditions.

InfraZamin Guarantee:

The instrument carries an irrevocable, unconditional guarantee of 100% principal from InfraZamin Pakistan Limited (IZP), capped at PKR 3.0 billion. The guarantee becomes enforceable upon defined non-payment events, post-cure period, and operates through a trustee-led step-in and sukuk-holder voting mechanism ( ≥ 70% consent). InfraZamin, rated AAA by PACRA, is backed by global DFIs (InfraCo Asia, GuarantCo) and Karandaaz Pakistan, providing institutional depth and certainty of recourse. For further detailes, please refer to the InfraZamin Rating Report 02-May-2025.

Liquidity Reserves & Prefunding:

The Finance Payment Account (FPA) and Guarantee Payment Account (GPA) are prefunded proportionate to the time period required for DPA funding, embedding payment discipline and smoothing liquidity requirements. The Finance Service Reserve Account (FSRA) is fully funded at issuance equal to the second semi-annual coupon (principal + profit + guarantee fee), and progressively built to peak instalment size by month 18. Trustee draw rights from FSRA allow immediate intervention in case of shortfalls, with replenishment obligations imposed on the Issuer.

Sponsor Support:

A Sponsor Support Agreement provides additional backstops, including:

 - Mandatory equity injections for tranche drawdowns.
 - Funding of cost overruns.
 - Top-ups of Collection, FPA, GPA, and FSRA if operating receipts fall short.

These undertakings ensure that first-loss absorption is borne by sponsors, preserving investor protection.

Structural Covenants:

A comprehensive covenant package reinforces credit quality, spanning:

 - Financial Covenants; Current Ratio ≥ 1.0; DSCR ≥ 1.2x; Gearing ≤ 2.5x; Leverage ≤ 3.0x.

 - Operational Covenants; Monthly construction progress reporting during the availability period.

 - Policy Covenants; Strict Health, Safety, Environment & Social (HSES) alignment with InfraZamin/PIDG standards.

Default, cure and acceleration:

A "payment shortfall" is deemed to occur if the FPA or FSRA are not adequately funded within the stipulated advance timeline, or if operating receipts prove insufficient to meet scheduled obligations. In the first instance, the trustee draws on the FSRA to cover the due instalment. If the FSRA is not replenished and the FPA remains underfunded at least 15 calender days prior to the upcoming coupon date, this automatically triggers the cure period. The cure window is contractually defined as up to 12 months from the original non-payment event. During this period, the Guarantor continues to service scheduled principal instalments in line with the amortization schedule, while the Issuer is obligated to remedy the funding shortfall. Failure to cure within the prescribed period constitutes an Event of Default (EoD). In such cases, the trustee must convene a sukuk-holder meeting at least 30 days before the next coupon date; upon a qualified majority ( ≥ 70%) vote, investors may accelerate InfraZamin’s guarantee, ensuring enforceable principal settlement under its irrevocable commitment.

Voluntary Call Option (Issuer Right):

The Issuer retains the contractual right to voluntarily redeem the Sukuk before maturity. Such prepayment is only permitted if accompanied by a call premium equivalent to 2% of the outstanding principal payable to Sukuk-holders, and 2% of the outstanding guaranteed amount payable to InfraZamin Pakistan. This dual-premium structure ensures that investor returns are protected against reinvestment risk while compensating the Guarantor for early termination of its commitment.

Security, sponsor support and covenants:

A "payment shortfall" is deemed to occur if the FPA or FSRA are not adequately funded within the stipulated advance timeline, or if operating receipts prove insufficient to meet scheduled obligations. In the first instance, the trustee draws on the FSRA to cover the due instalment. If the FSRA is not replenished and the FPA remains underfunded at least 15 calender days prior to the upcoming coupon date, this automatically triggers the cure period. The cure window is contractually defined as up to 12 months from the original non-payment event. During this period, the Guarantor continues to service scheduled principal instalments in line with the amortization schedule, while the Issuer is obligated to remedy the funding shortfall. Failure to cure within the prescribed period constitutes an Event of Default (EoD). In such cases, the trustee must convene a sukuk-holder meeting at least 30 days before the next coupon date; upon a qualified majority ( ≥ 70%) vote, investors may accelerate InfraZamin’s guarantee, ensuring enforceable principal settlement under its irrevocable commitment.

Systemic Safeguards:

The priority-of-payments waterfall ring-fences cash inflows to debt service before any operational disbursements, mitigating leakage risk. Tripartite agreements between Issuer, MNOs, and lenders enforce receivable flows, ensuring direct enforceability of cash streams. Legal opinions, perfected charges, and escrow controls over Sukuk and equity proceeds embed enforceability under Pakistani law. Taken together, these enhancements create a fortress-like risk architecture: the InfraZamin guarantee provides the ultimate backstop, while structural buffers, prefunding mechanics, and sponsor commitments materially reduce reliance on it.