Nishat Hotels and Properties Limited (hereafter referred to as ‘the Company’ or ‘NHPL’) was incorporated in Pakistan as a public company limited by shares under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017) on October 04, 2007. The Company's registered office is at 53-A, Lawrence Road, Lahore.

A strategic demerger in 2013 spun its hotel properties into separate entities, narrowing the Company's direct management to a single property in Johar Town, Lahore. The Company’s scope expanded through the September 2020 merger with Nishat (Gulberg) Hotel and Properties Limited (Nishat Residences), incorporating its completed high-end apartment project at FCC in Gulberg, Lahore, comprising 77 apartments, all of which have since been fully sold. Looking ahead, in FY26, the Company executed key acquisitions: ~100% of Nishat Hospitality (Pvt.) Limited in Lahore, and ~1.6% stake acquisition of Rafhan Maize Product Company. These successive transactions reflect a deliberate re-aggregation of hospitality assets under NHPL and underscore the Nishat Group's renewed strategic commitment to expanding its market footprint in the luxury hospitality segment across Pakistan.

NHPL's principal business activity is the management and operation of an integrated hospitality and retail complex at Abdul Haque Road, Johar Town, Lahore, marketed under the brand name ‘Nishat Emporium’. As of the nine-month period ended March 2026, the Company operates three hotel properties: two in Lahore and one in Islamabad. The Nishat Emporium spans 15 acres and comprises a five-star hotel with ~198 rooms, a retail mall consisting of ~190 shops, a food court housing international and local food chains, a multiplex cinema, and 7 banquet halls with an aggregate capacity of 5,000 persons. Within the capacity of the mall, the Anchors comprises Carrefour, a food court, and a multiplex cinema. Mini Majors are five corner shops, which are bigger than general retail shops. Currently, 100% of the retail space has been leased out.

NHPL is a constituent entity of the Nishat Group, a well-established industrial conglomerate in Pakistan with a business heritage spanning over six decades. Mansha Family/Nishat Group collectively holds approximately 73.52% of the Company’s issued share capital. Direct family holdings account for ~67.44%, comprising Mr. Hassan Mansha (20.47%), Mr. Raza Mansha (20.36%), Mr. Umer Mansha (20.47%), and Mrs. Naz Mansha (6.14%). The remaining 34.87% of group-controlled shares are held through associated corporate entities: Security General Insurance Company Limited (17.94%), DG Khan Cement Company Limited (8.55%), and Nishat Mills Limited (6.08%).

The ownership structure is assessed as stable. The concentration of effective control within the Mansha family, with cross-holding support from established group companies, limits the probability of a disruptive change in ownership. No material changes in the shareholding structure are anticipated in the near to medium term. Documentation of formal succession planning would further reinforce structural stability and is viewed as a positive factor.

Nishat Group is a well-regarded business house in Pakistan, with a diversified operational presence across textiles, cement, power generation, dairy, hospitality, agriculture, aviation, and financial services. The Group's track record of managing large-scale, capital-intensive enterprises across multiple economic cycles reflects the strategic and operational expertise that the sponsoring family brings to NHPL. The Group’s management has demonstrated capability in managing complex, multi-sector operations.

With a consolidated asset base of approx. PKR 4 trillion, Nishat Group has a sizeable balance sheet relative to domestic peers. The breadth and scale of the Group's balance sheet, combined with its diversified income streams, provide a credible financial backstop for NHPL. Sponsor support is expected to be forthcoming in the event that NHPL requires extraordinary financial assistance, a view reinforced by the Group's recent contribution of PKR 2 billion credited to capital reserves in 9MFY26.

The Company’s Board of Directors comprises seven members: the Chairman, Chief Executive Officer, and five non-executive directors. All seven members are affiliated with the Mansha family or associated group companies; four board positions are held by members of the Mansha family, while the remaining three are held by senior executives from Nishat Group entities. The inclusion of independent directors would support broader board effectiveness and oversight.

The Board is chaired by Mian Raza Mansha, who holds a Bachelor's degree from the University of Pennsylvania and brings over 21 years of diversified professional experience spanning banking, textiles, cement, insurance, and hospitality. Mr. Raza Mansha serves concurrently on the boards of several Nishat Group entities, providing cross-group strategic coordination. The board members include Mian Umer Mansha, Mrs. Iqra Hassan Mansha, Mr. Aftab Ahmad Khan, Mr. Muhammad Azam, and Mr. I.U. Niazi. Together, the Board’s diverse professional backgrounds and extensive expertise strengthen its governance and strategic decision-making.

The board has formed an audit committee for effective oversight. It implements strict policies and procedures to ensure proper reporting and professionalism. Board meetings are properly organized, with minutes being captured formally.

The Company’s external audit function is performed by A.F. Ferguson & Co., Chartered Accountants, a firm classified in category ‘A’ by SBP and carrying a satisfactory QCR rating. The auditors have issued an unqualified opinion on the Company’s financial statements for the year ended June 2025, affirming the integrity of the disclosed financial position.

NHPL’s organizational architecture is structured across three primary departments: Finance, Coordination, and Leasing. All departmental heads maintain a direct reporting line to the Chief Executive Officer, promoting hierarchical clarity and executive accountability.

Mr. Hasan Mansha serves as Chief Executive Officer, drawing on over 17 years of leadership experience across multiple listed entities within the Nishat Group. His cross-group board memberships enhance strategic coordination with affiliated entities. Muhammad Ali Pervaiz, the CFO, is a fellow Chartered Accountant and has been serving in the Nishat Group for over 14 years. This leadership is further assisted by a team of experienced professionals, ensuring good governance and strategic direction.

Operational performance review is conducted through regular discussions of management accounts among senior management, providing informal but functional oversight of monthly operating activity. The cadence of management review, daily, weekly, and monthly reporting, ensures timely identification of operational variances, even in the absence of a structured committee framework.

The Company operates on Oracle as its enterprise resource planning platform, providing a centralized and integrated technology infrastructure for financial and operational data management. Management information reports are generated at daily, weekly, and monthly frequencies, covering revenue performance, project cost tracking, marketing metrics, and receivables management. The Oracle platform supports accurate and timely reporting to senior management and the Board.

The internal audit department functions as a key control pillar within NHPL’s risk governance framework. It conducts systematic reviews of business processes to identify weaknesses, test transactional accuracy, and assess compliance with standard operating procedures. Upon completion of each assessment cycle, findings are formally reported to the Board of Directors and relevant stakeholders, ensuring appropriate escalation and remediation. Physical infrastructure controls are also well-established: the Emporium is equipped with approximately 400 CCTV cameras with intruder-detection technology, perimeter security barriers, vehicle-level bomb and weapon screening at entry points, and security protocols designed in consultation with international specialists. Fire safety systems are designed to NFPA standards, with sprinkler networks, heat sensors, dedicated fire lifts, and trained emergency response teams. These non-financial controls contribute positively to the overall risk profile of the asset.

i.  Hotel Segment: During FY25, the market size of the Hotel and Lodging sector increased to ~PKR 1,755bln (FY24: ~PKR 1,534bln), up ~14.4% YoY. Its share in Pakistan’s GDP remained unchanged, at ~1.5%. Its contribution to the Services sector in FY25 registered at ~2.6% (FY24: ~2.5%). Overall, the hotel industry is an integral sub-sector, closely correlated with tourism activity, MICE (Meetings, Incentives, Conference, Events) demand, and infrastructure-linked corporate travel. The World Economic Forum’s Travel & Tourism Development Index (TTDI) evaluates policy enablement and infrastructure conditions for travel and tourism competitiveness. Of ~119 total economies included in the Index, Pakistan descended to 101st position in CY24 from 83rd position in CY21-22. During FY25, Pakistan’s international tourism receipts were down ~12.2% YoY to ~USD 670mln (FY24: ~USD 763mln). At a sector level, Pakistan’s hospitality industry is projected to expand at a CAGR of 6.56% through 2033, supported by government policy reforms, infrastructure investment, and a structurally growing domestic middle class. Pakistan’s tourism sector has shown a post-pandemic recovery. Domestic travel activity remained broadly stable through 2025, driven by religious tourism, northern leisure travel, and urban corporate demand. The government’s digital visa system, operationalized in late 2024, simplified inbound access from over 126 countries and contributed to a rebound in international arrivals; Pakistan recorded a 115% rise in foreign tourist arrivals in 2023, with the recovery continuing through 2025. CPEC-related infrastructure development, transit trade activity, and new airport capacity additions are providing structural demand tailwinds for business and transit hotel accommodation, particularly in Lahore and Islamabad. The MICE segment represents an emerging demand category, projected to record a CAGR of 15.02% on the back of improved conference infrastructure and air connectivity in Pakistan. The hotel industry in Pakistan remains concentrated among a few dominant players, with the top 10 chains collectively operating ~6,731 rooms across ~29 unique cities through ~63 branches. Top 5 players in terms of the number of rooms, include Pearl Continental, Serena, Hotel One, Mövenpick, and Ramada by Wyndham hotels. The competitive landscape of Pakistan’s luxury hotel market has undergone notable structural change. Pearl Continental (Hashoo Group, now majority-owned by Dawood Jan Muhammad and AKD Holding following a 56% stake acquisition in Pakistan Services Limited in July 2025) has expanded into economy tiers through the PC Legacy brand. Avari Hotels operates AvariXpress as a mid-scale offering. International chains are expanding their supply pipelines: IHG, Radisson, Valor Hospitality, and Four Points by Sheraton (Lahore already operational) are adding room supply across Islamabad, Lahore, Murree, Karachi, and Skardu. Lahore’s hospitality market is therefore entering a phase of sustained supply-side expansion, with capacity additions across the five-star, upscale, and mid-scale tiers expected to increase competition on room rates and occupancy for all operators, including NHPL, over the medium term.

ii.  Mall / Retail Segment: Pakistan’s retail industry is one of the largest components of the domestic economy, contributing an estimated 18.2% to GDP. The sector has historically been dominated by informal and fragmented trade; however, organized formal retail is expanding, driven by urbanization, rising disposable incomes, and shifting consumer preferences toward integrated shopping experiences. The formal retail market is projected to grow at a CAGR of approximately 6.5% from 2025 to 2031. Punjab, and specifically Lahore, remains the leading retail market in Pakistan by investment activity and new format development. A 2025 PBS study recorded a 19% annual rise in commercial footfall around Lahore’s retail zones, reflecting sustained consumer demand for organized retail destinations. Pakistan’s e-commerce market, valued at approximately USD 7.7 billion in 2024 with a projected CAGR of 17% through 2027, represents a structural demand headwind for brick-and-mortar retail. Apparel, electronics, and home essentials categories that anchor premium mall traffic, are among the fastest-growing online categories. However, premium integrated malls in Pakistan’s urban centers have demonstrated resilience to digital displacement, given their role as entertainment, dining, and social destinations beyond transactional retail. JLL Pakistan Retail Insight (2025) notes that lifestyle-oriented and influencer-adjacent retail locations achieve 17% higher annual sales velocity relative to traditional retail formats. Lahore's organized mall landscape has grown more competitive with the opening of Packages Mall and Dolmen Mall in recent years, joining Emporium Mall as the city’s principal large-format retail destinations. Macroeconomic variables, including inflation, purchasing power erosion, and consumer sentiment, remain relevant demand-side risks for discretionary retail spending.

i.  Hotel Segment: Nishat Hotel is a property with approximately 198 rooms, situated within the Nishat Emporium complex in Johar Town, Lahore. Its direct competitive set in Lahore’s luxury hotel market comprises Pearl Continental (607 rooms, Mall Road), Avari Lahore (Mall Road), and, in the upper-upscale tier, Four Points by Sheraton Lahore. Pearl Continental and Avari are both legacy operators with entrenched corporate and diplomatic account relationships built over decades. Nishat Hotel is a comparatively newer entrant; however, it benefits from the Nishat Group’s brand equity, the cross-traffic generated by Emporium Mall, and access to 7 banquet halls with combined capacity for 5,000 persons, a banquet infrastructure scale that is difficult to replicate within central Lahore. The property’s integration with a large-scale retail and entertainment complex provides a demand-generation advantage that standalone hotel competitors cannot replicate: mall visitors, banquet guests, and corporate accounts all feed into room demand through a single campus. ADR trends have been improving, supported by enhanced pricing discipline and the overall recovery in the Lahore hospitality market. With the addition of a property in Margala, Islamabad, currently under renovation, NHPL will extend its branded footprint into Islamabad’s government, diplomatic, and corporate travel market, a segment with consistent business and government travel demand.

ii.  Mall / Retail Segment: Emporium Mall holds an established position within Lahore’s premium organized retail landscape, competing primarily with Packages Mall and the recently opened Dolmen Mall. With over 200 retail and food outlets, Emporium Mall is one of the largest integrated retail-and-entertainment destinations in Pakistan. The mall currently operates at full retail occupancy (~100%), reflecting sustained tenant demand for space within the complex. Emporium Mall’s competitive positioning rests on three structural pillars. First, its geographic catchment: situated in Johar Town, a densely populated upper-middle-class residential area, with direct motorway access, the mall draws from its immediate neighborhood and from adjacent cities, particularly during weekends. Second, its integrated asset model: the co-location of a four-star hotel, 7 banquet halls, a multiplex cinema, a children’s play area, a full-scale food court, and basement parking for approximately 2,000 vehicles creates an experiential destination that drives dwell time well beyond transactional retail. Third, its tenant quality and contract structure, providing revenue floor visibility and limiting lease renegotiation risk. Notwithstanding the entry of Dolmen Mall and Packages Mall into Lahore’s organized retail landscape, Emporium Mall has maintained occupancy levels and footfall. This reflects its location characteristics, active promotional programming (including seasonal events and campaigns), and regional motorway accessibility. This sustained footfall directly supports room and banquet demand at the co-located Nishat Hotel.

NHPL's revenue base is diversified across five core segments: (i) rental income from mall tenants, (ii) service and management charges, (iii) advertisement and parking income, (iv) room, banquet rent, and hotel service charges, and (v) play zone income. The post-merger incorporation of  apartment sale proceeds (Nishat Residences) had previously added a non-recurring sixth stream; with all 77 apartments fully sold, inventory liquidation is expected to be completed by June 2026.

The Company has exhibited a steady revenue trajectory. Net revenues grew from PKR 7,580 mln in FY23 to PKR 9,893 mln in FY25, representing a three-year CAGR of ~14.4%. For the nine-month period ended March 2026, net revenues stood at PKR 9,653 mln, approaching full-year FY25 levels, with sales growth of ~25% over 9MFY25. Rental agreements for mall shops carry annual increment clauses providing revenue floor visibility, while hotel revenues benefit from improving ADR trends in the premium Lahore market. The Margala Hotel is not expected to contribute materially to revenues in FY26; meaningful step-up is projected from FY27 following completion of renovation.

NHPL’s profitability profile has recorded gradual improvement over the four-year review period, driven by revenue scale and progressive deleveraging. Gross profit margin has remained broadly stable in the 45–49% range across the review period, registering 45.2% in 9MFY26 versus 49.2% in FY25. The modest compression in 9MFY26 is attributable to the consolidation of Margala Hotel operating costs at low-capacity utilization, alongside normalization of cost structures post-NHL merger. Operating profit margin of 36.1% in 9MFY26 similarly reflects absorption of additional fixed costs ahead of Margala’s full commissioning.

The most notable movement in the current period relates to net profitability. Net profit margin expanded to 27.5% in 9MFY26 from 14.3% in FY25, driven by the decline in finance costs. Finance cost as a percentage of sales compressed from 31.3% in FY24 to 16.9% in FY25 and further to 9.0% in 9MFY26, reflecting the combined effect of progressive debt repayment, a declining policy rate environment, and the roll off of higher-cost historic borrowings.

NHPL's medium-term earnings visibility is supported by the contractual stability of mall rental revenues, the improving ADR and occupancy trajectory in hotel operations, and the strategic backing of the Nishat Group brand. The Nishat Emporium has shown resilience to retail competition, maintaining adequate occupancy through the entry of Dolmen Mall, attributable to its location characteristics, tenant diversity, and differentiated recreational offering. Brand-led consumer preference continues to support premium positioning.

The hospitality segment carries inherent vulnerability to macroeconomic downturns, security events, and discretionary spending compression, all of which can adversely affect both hotel occupancy and mall footfall simultaneously. NHPL's integrated business model partially offsets this risk by providing multiple revenue streams that do not move uniformly in an adverse scenario. Energy cost management through the diversified generation mix provides modest but meaningful cost insulation from regulatory tariff changes. The planned expansion into Islamabad, while capital-intensive in the near term, expands the geographic revenue base and diversifies market exposure over the medium term. Furthermore, the Company has acquired an approximate 1.6% equity stake in Rafhan Maize Products Company, reflecting a measured diversification strategy beyond its core operations. This investment is expected to broaden the Company’s income base through potential dividend flows and capital appreciation, while enhancing earnings diversification and supporting long-term business sustainability.

NHPL's working capital profile is consistent with the operational characteristics of its asset-heavy, cash-intensive hospitality and retail business, where revenue collection cycles are short and substantial inventory holdings are structurally unnecessary. The Company has shown improvement in working capital efficiency across the review period. Net working capital days improved to 20 days in 9MFY26, from 35 days in FY25 and 81 days in FY23, reflecting the progressive liquidation of Nishat Residences apartment inventory and sustained cash-dominant hotel and mall revenue collections. Inventory days declined from 74 days in FY23 to 16 days in 9MFY26, primarily attributable to apartment sell-through; the residual inventory balance in the 9MFY26 management accounts represents a post-audit revaluation effect expected to be eliminated in the June 2026 audited accounts. Thereafter, inventory will primarily represent food, beverage, and operational consumables. Trade receivables days remained stable at 15 days in 9MFY26 (FY25: 14 days), consistent with the cash-dominant revenue profile. Payables days of 11 days reflect the Company's practice of prompt vendor settlement, with limited reliance on trade credit.

Debt service capacity has improved across the review period, reflecting simultaneous growth in operating cash flows and a lower finance cost base. EBITDA/Finance Cost expanded to 5.2x in 9MFY26 from 3.0x in FY25 and 1.6x in both FY24 and FY23, positioning the Company at a stronger coverage level relative to its own historical profile and the sector mean. Interest Coverage ratio similarly strengthened to 5.8x in 9MFY26 from 2.7x in FY25. The core debt service coverage ratio also improved to 1.8x in 9MFY26 from 1.4x in FY25 and 0.9x in FY24 and FY23, indicating that operating cash flows now comfortably cover all debt service obligations including scheduled principal maturities. Total FCFO for the nine-month period stood at PKR 5,070 mln, reflecting period-on-period growth of 51.6%. Debt payback has improved to 1.8 years in 9MFY26 from 12.6 years in FY23, reflecting the concurrent effect of FCFO growth and ongoing deleveraging. The early repayment of the PKR 1 billion short-term Margala acquisition loan during 9MFY26 reflects proactive debt management.

NHPL’s capital structure has improved over the review horizon, with total leverage declining from 31.1% in FY23 to 21.7% in 9MFY26 on a total-borrowings-to-total-capital basis. Total borrowings as at March 2026 stand at PKR 10,048 mln, modestly above the FY25 level of PKR 9,265 mln, reflecting the drawdown of new long-term debt for the Margala Hotel acquisition, partially offset by the repayment of the PKR 1 billion short-term Margala tranche. Long-term borrowings from financial institutions amounted to PKR 7,501 mln, with current maturities of PKR 2,547 mln reflecting the scheduled quarterly repayment on the Margala acquisition facility. Shareholders' equity expanded to PKR 36,459 mln in 9MFY26 from PKR 32,040 mln in FY25, supported by organic earnings retention and a PKR 2 billion sponsor equity contribution credited to capital reserves (capital reserves increased from PKR 1,710 mln in FY25 to PKR 3,710 mln in 9MFY26). Unappropriated profit reached PKR 13,866 mln in 9MFY26, reflecting cumulative earnings retention since the Company's operations were regularized. No dividends have been declared or paid during the review period, indicating a capital preservation posture appropriate to the Company's ongoing acquisition and development Programme.