Nayatel (Private) Limited (herein referred to as “Nayatel” or “the Company”) is a private limited company, incorporated as a wholly owned subsidiary of Micronet Broadband Private Limited (MBL), in 2004. The Company’s registered office is located at GD Arcade, 73-E, Fazal ul Haq Road, Blue Area, Islamabad.

The Company was incorporated under the Companies Ordinance, 1984 (now the Companies Act, 2017), for the purpose of launching fiber-to-the-home (FTTH) technology to provide high-speed broadband, telephone, and high-definition television services in Pakistan. MBL, the parent company of Nayatel, was formed by Micronet Group in December 2001, with the sole aim of rolling out the first-ever Digital Subscriber Line (DSL) services and solutions in Pakistan. The Micronet Group consists of professionals who have been at the fore-front of the Internet wave since it was introduced in Pakistan, in the mid-nineties.

Nayatel is a pioneer and a leader in triple-play service (telephone, cable TV, and data) on the FTTH network and also provides a Fibre-To-The-Tower (FTTT) network. The Company has operations in Islamabad, Rawalpindi, Faisalabad, Peshawar, Gujranwala, Sargodha, Sialkot, Multan, and has expanded into Bahawalpur, Gujrat, Sahiwal, Sheikhupura, Rajanpur, Muzaffargarh, Lahore, and Attock. It has a diversified platform of services, including public and private data network services, fixed-line telephony services, cable television, and other value-added services.

On network build-out, the Company’s cumulative house passes reached ~735,000 by 1HCY26 (CY25: ~700,000; CY24: ~623,057), reflecting continued fibre densification across its expanding city footprint; a specific route-kilometer figure for total fibre laid is not disclosed on the Company’s website or in the data reviewed and could not be independently verified. On the FTTT side, Nayatel had connected 3,658 mobile towers as of June 2026 (against 4,078 awarded), up from 3,382 in June 2025 (+8.2% YoY), through partnerships with Jazz, Zong, and Telenor.

Nayatel offers residential Home Unlimited internet packages ranging from ~10 Mbps to 100 Mbps, alongside a Speed-Up add-on that can boost dedicated speeds up to 500 Mbps for eligible packages. The Company also offers dedicated Connect (business-grade) and Dark Fiber packages for corporate and carrier customers, in addition to cable TV, NAYA TV (OTT streaming), Digital Box, NAYA Box, and telephone service bundles.

Nayatel is ~99% owned by Micronet Broadband Private Limited (MBL), which functions as the sole institutional shareholder and intermediate holding entity. The remaining shares are held by six individuals, namely Mr. Rashid Ali Khan, Mr. Alamgir Khan, Khawaja Saad Saleem, Mr. Wahaj us Siraj, Mr. Aqeel Khurshid, and Mr. Mubashir A. Malik, each holding a nominal stake, as they are all nominee directors. At the MBL level, ownership is distributed among eight individuals and one private entity, with Mr. Rashid Khan and Mr. Ashraf Qazi holding the two largest stakes of ~35% and ~30% respectively. Given the private limited nature of the Company, there are no publicly traded or free-float shares. Ultimate beneficial ownership therefore rests with the individual shareholders of MBL, with Mr. Rashid Khan exercising the most significant economic interest through his ~35% stake in MBL.

The Company’s ownership has remained stable and unchanged since inception, with MBL continuing as the sole parent since Nayatel’s incorporation in 2004, and MBL’s own shareholding structure, split among seven individuals, showing no changes across the periods reviewed. This continuity is reinforced at the board level, with all sponsor-nominated directors associated with Nayatel’s board since 2006, providing over two decades of consistent strategic direction. Overall, ownership stability is assessed as strong.

Nayatel’s business model was conceived by MBL’s founding members: Mr. Wahaj us Siraj, Mr. Aqeel Khurshid and Khawaja Saad Saleem, all of whom are experienced professionals with an engineering background. They remain close, connected friends. Their leadership and expertise bring invaluable insights and strategic direction to the Company, driving its success in a competitive industry. Moreover, Mr. Rashid Khan is a seasoned senior business executive with extensive experience in banking and finance, consumer marketing, and corporate restructuring initiatives.

The MBL Group is recognized as one of Pakistan's pioneering local internet service providers, having introduced DSL services in 2002 and subsequently channeling capital into the development of Nayatel's fiber network. The financial standing of the sponsoring group is considered adequate, supported by the track record of sustained investment in the Company across successive expansion phases. The sponsors have demonstrated a willingness to support the Company's growth through equity retention and facilitation of long-term borrowings, though no formal personal guarantees or extraordinary financial support arrangements have been specifically disclosed.

The board of directors (BoD) consists of six directors with an equal number of executive and non-executive directors, Mr. Wahaj us Siraj (CEO), Khwaja Saad Saleem (COO), and Mr. Aqeel Khurshid (CTO) as executive directors, and Mr. Rashid Ali Khan, Mr. Alamgir Khan, and Mr. Mubashir A. Malik as non-executive directors, all associated with the board since 2006. This balanced composition brings diverse expertise and strategic perspective, enabling effective leadership, innovation, and sound decision-making. However, the absence of independent directors limits impartial oversight and governance transparency.

Wahaj us Siraj is the CEO and Co-founder of Nayatel, Pakistan’s first FTTH network. He also co-founded Micronet Broadband, which introduced the country’s first DSL service in 2002. With extensive telecom experience, Wahaj spent 14 years working with the Government of Pakistan before transitioning to entrepreneurship. He serves on the boards of leading government organizations and universities and is frequently invited to speak on entrepreneurship and self-development. Khwaja Saad Saleem, Chief Operating Officer and Managing Director, is a co-founder of both Micronet Broadband and Nayatel. An engineer by training, he began his career at AXEN, focusing on managing, supervising, and executing government projects. He is recognized as the architect of Nayatel’s FTTH network design and deployment. Aqeel Khurshid, Chief Technology Officer and Co-founder, led Nayatel in launching South East Asia’s first FTTU network in 2006 and introduced Pakistan’s first DSL service with Micronet Broadband in 2002. Starting his career at Pakistan Oil Fields in 1992 as a Control and Instrumentation Engineer, Aqeel holds a degree in Electronic and Communication Engineering and has extensive experience in executing complex IT and telecom projects. Among the Company’s non-executive directors, Mr. Rashid Ali Khan is a senior business executive with ~43 years of overall experience spanning banking and finance, consumer marketing, and corporate restructuring initiatives; he has been associated with Nayatel’s board since 2006 and holds the largest individual shareholding in MBL (~35%). Mr. Alamgir Khan brings ~38 years of experience and has also served on the board since 2006; he is associated with Polydistributors (Pvt.) Ltd., VideoShack Telecommunication, and Associated Hotels of Pakistan Ltd. (Flashman’s Hotel), and holds an ~11% stake in MBL. Mr. Mubashir A. Malik, on the board since 2006 with ~38 years of experience, serves as CEO of Associated Technologies (Pvt.) Ltd. (ATL) and holds an ~16% stake in MBL.

The Board operates under the leadership of the founding co-founders, who also serve in executive capacities, and provides strategic guidance and oversight to management. Minutes of board meetings are maintained, reflecting a baseline level of governance documentation. However, the absence of formally constituted board committees limits the structured oversight of audit, financial controls, and human resource matters. The absence of independent directors further constrains the Board's ability to independently evaluate related-party matters or management performance. 

A separate internal audit department is in place. Grant Thornton & Co. Chartered Accountants is the external auditor of the Company. The firm is QCR rated and categorized as “A” in the SBP list of auditors. The auditors have expressed an unqualified audit opinion on the financial statements of Nayatel (Pvt.) Limited for the year ended December 31, 2025.

Nayatel has a well-defined organizational structure. Different operational activities are properly segregated and managed through various departments. All department heads report to the Chief Executive Officer (CEO), while the technical departments and operational departments report to the Chief Technology Officer and Chief Operating Officer, respectively.

Mr. Wahaj Siraj, CEO and Co-founder of Nayatel (Pvt.) Ltd., previously co-founded Micronet Broadband (Pvt.) Ltd., the first company to introduce DSL broadband in Pakistan (2002). With extensive experience in the internet and telecom sectors, he has also contributed to national policy formulation and was a founding member of ISPAK. He holds a Mechanical Engineering degree from UET Lahore and a Master’s in Engineering from the University of Melbourne. Mr. Aqeel Khurshid, CTO and Co-founder, also co-founded Micronet Broadband and has over two decades of telecom experience, including managerial and technical roles at PTCL (1996–2002). He is an Electrical Engineer from UET Lahore. Mr. Saad Saleem, Managing Director and founding member, has 18 years of telecom sector experience and is a Civil Engineer from UET Lahore. Mr. Khwaja Saad Saleem, COO, is credited with designing Nayatel’s FTTH network and overseeing its deployment.

The Company has a sound Supply Chain Management process for procurement and sales, requiring approval from the CEO, COO, CTO, and/or CFO. However, no formal management committees exist. The senior management layer beneath the founding executives comprises Executive Vice Presidents of Finance, HR & Administration, Sales & Marketing, and Business Development, each with 17–29 years of overall experience and 17–23 years' tenure with the Company, though relatively recent (~3 years) in their current designations, indicating a degree of managerial depth beyond the founder-executives while succession bench strength remains concentrated at the senior-EVP level.

Nayatel has implemented SAP as its core enterprise resource planning system, with the implementation and establishment of the platform carried out by Siemens Pakistan. The SAP deployment incorporates comprehensive dashboards and data analytics capabilities, enabling real-time visibility into operational and financial performance. Management reporting follows a monthly cycle, with management meetings convened on a monthly basis to review the Company's financial position and discuss forward strategy. This reporting cadence supports timely decision-making and performance monitoring across all functional areas.

The Company has implemented a structured internal control framework aimed at achieving operational efficiency across its diverse business functions. A dedicated internal audit department is in place, providing independent review of financial and operational controls. The Nayatel Fiber Service Division, responsible for FTTH network deployment and maintenance in four cities, operates with a specialized team of engineers trained at three progressive levels: Beginner, Intermediate, and Expert, with hands-on competency in equipment including Fujikura Fusion Splicers, JDSU and EXFO OTDRs, Corning Fiber Microscope, and Witch Cable Locator. The Company also maintains a dedicated patrolling team responsible for monitoring fiber integrity and responding to fiber cuts across the twin cities network. These operational controls underpin service reliability and network uptime standards.

Pakistan’s telecom sector remains mature on mobile but structurally underpenetrated in fixed broadband. Total subscriptions exceeded 210mn in July 2026 (tele density ~83.35%), while fixed-line tele density fell to ~1.0%. Sector revenue rose to PKR 1,075bn in CY25 (CY24: PKR 957bn), driven by ARPU growth rather than subscriber additions. Household broadband penetration remains low at ~10% (2019: ~6%; 2013 peak: ~13%), with only ~2.6–2.8mn FTTH connections against ~5.1mn fiber-enabled home passes and a ~234,000km national fiber footprint; tower fiberization stands at just ~16–18% of ~58,000 towers versus a 60% government target. PTCL leads the fragmented fixed broadband market (~31% share), followed by StormFiber/Cybernet (~25%) and Nayatel (~8%).

Nayatel remains one of Pakistan’s leading fixed broadbands/FTTH operators, though its position varies materially by geography. Nationally, PTCL leads the fixed broadband market with an estimated ~31% share, followed by StormFiber (Cybernet) at ~25%, with Nayatel holding ~8% of the national fixed-broadband subscriber base. The Company, however, maintains a dominant position in its core, more mature markets: management indicates a ~76% city-wide subscriber share in Islamabad (excluding Rawalpindi), rising to near-100% in select high-density areas such as E-7, underscoring Nayatel’s regional-champion positioning built over two decades of first-mover fiber investment. The Company operates under licenses issued by PTA and PEMRA (Pakistan Electronic Media Regulatory Authority), comprising thirteen (13) local loop licenses.

As of June 2026, Nayatel’s active customer base stood at ~247,208, up from ~201,592 a year earlier (+22.6% YoY), while cumulative house passes reached ~735,000 (1HCY26) against ~700,000 at CY25-end and ~623,057 at CY24-end, reflecting continued network densification and new-city rollout. The Company’s geographic mix remains concentrated in Islamabad/Rawalpindi, which contributed ~76% of 1HCY26 revenue and a similar share of EBITDA, followed by Faisalabad (~11%), Peshawar (~7%), and Gujranwala (~3%); newer markets, Lahore, Sialkot, Sargodha, Multan, and others, collectively contribute a rising but still modest share.

On pricing, city-wise blended ARPU rose in June 2026, marking ~16% YoY, reflecting tariff increases and a richer product mix (higher-speed packages, corporate/carrier revenue), broadly in line with the industry-wide ARPU-led growth trend.

During CY25, the Company’s net revenue increased to ~PKR 11,357mln (CY24 restated: ~PKR 9,405mln; CY23: ~PKR 7,835mln), registering growth of ~20.8% YoY (CY24: ~20.0%), driven by continued customer additions, house-pass expansion, and rising ARPU. Revenue composition remains heavily weighted towards the FTTH/home broadband segment, with the Islamabad/Rawalpindi region continuing to generate the majority of both revenue and EBITDA, though newer cities (Lahore, Gujranwala, Peshawar, Sialkot, Multan, Sargodha) are scaling and gradually diluting geographic concentration. During 1QCY26, revenue grew further to ~PKR 3,272mln, up ~23.2% over the comparable quarter (~PKR 2,656mln), consistent with the full-year growth trajectory and reflecting sustained customer and ARPU momentum.

Gross profit margin stood at ~37.8% in CY25 (CY24 restated: ~38.3%; CY23: ~33.2%), while operating margin was ~23.8% (CY24 restated: ~24.2%; CY23: ~16.5%), both well above CY23 levels, aided by scale and the operating-leverage benefits of a maturing fiber network, though giving back a touch of margin quality versus CY24. Net profit margin, however, declined to ~6.3% in CY25 (CY24 restated: ~9.1%; CY23: ~3.2%), notwithstanding a ~40% increase in pre-tax profit (before levy: PKR 2,287mln vs PKR 1,632mln in CY24), as taxation rose sharply to PKR 1,239mln (CY24 restated: PKR 543mln), reflecting a materially higher effective tax rate.

Based on the statistics mentioned in the report, the Company’s stated priorities include diversification into data-center, cybersecurity, and IT/managed-services revenue streams, consistent with the broader industry shift towards adjacent digital-infrastructure revenue pools, alongside continued FTTT partnerships with mobile operators (Jazz, Telenor, Zong) to capture tower-fiberization demand as the sector pursues the government’s 60% fiberization target. Key constraints on sustainability include the capital intensity of continued network build-out, intensifying competition as new entrants target underserved cities (Lahore alone has 6–7 established operators), rising receivable/working-capital exposure from enterprise, carrier and government customers with long (60–90 day) collection cycles, FX exposure on dollar-denominated network equipment and international bandwidth, and the medium-term potential for LEO satellite broadband to compete for enterprise and underserved-market demand. On balance, the Company’s growth prospects are viewed as sound, supported by an established regional leadership position, a credible expansion track record, and improving free cash generation, tempered by execution risk around new-city profitability and sector-wide receivable and capex intensity.

Working capital metrics shifted in CY25, primarily reflecting a sharp increase in trade payables. Inventory days improved to ~43 (CY24 restated: ~49; CY23: ~49), while receivable days lengthened to ~35 (CY24: ~29; CY23: ~26), consistent with the industry-wide pattern of extended government, carrier and enterprise collection cycles (60–90 days), and evidenced in the cash-flow statement by a ~PKR 266mln increase in trade debts during CY25 (CY24: ~PKR 171mln). Trade payable days rose markedly to ~66 (CY24: ~43; CY23: ~63) as the Company extended supplier credit alongside its elevated capex program (payables increased by ~PKR 1,027mln in cash-flow terms during CY25, against a ~PKR 217mln net reduction in CY24). As a result, gross working capital days were broadly stable at ~78 (CY24: ~78; CY23: ~76), while the net working capital cycle shortened to ~12 days (CY24: ~35; CY23: ~12), aided by the payable extension. The Company’s current ratio remains low, at ~0.6–0.65x, a structural feature of the telecom/ISP sector where capital needs are overwhelmingly long-term (network capex) rather than short-term in nature; nonetheless, the lengthening receivable cycle, concentrated in government, carrier and enterprise accounts, bears monitoring as a source of incremental working-capital pressure.

Coverage metrics improved further in CY25. EBITDA/finance cost rose to ~5.1x (CY24 restated: ~3.7x; CY23: ~2.7x), reflecting both EBITDA growth and a reduction in finance cost. Debt payback improved to ~2.7 years (CY24: ~2.9 years; CY23: ~4.1 years), consistent with the Company’s improving cash-generation trend. On an investing basis, the Company incurred capex of ~PKR 5,435mln in CY25 (CY24: ~PKR 4,082mln), funded through a combination of operating cash flow, incremental long-term borrowing, and a modest increase in short-term running finance. During 1QCY26, net cash generated from operating activities was ~PKR 1,167mln, supporting continued capex funding (~PKR 1,693mln).

Leverage rose to ~56.5% in CY25 (CY24 restated: ~51.7%; CY23: ~51.8%), as total borrowings increased to ~PKR 9,277mln (CY24: ~PKR 7,059mln) to fund the Company’s elevated capex program, while equity grew more modestly to ~PKR 7,142mln (CY24: ~PKR 6,582mln) despite a ~PKR 150mln dividend payout (Rs. 25.29/share). The debt profile remains predominantly long-term, though the Company carried ~PKR 325mln of short-term running finance at CY25-end (CY24: nil), a modest change from its historically debt-free short-term profile. As of end-March 2026, leverage was broadly stable at ~55.9%, with total borrowings of ~PKR 9,507mln. A key development during CY25 was the Company’s change in accounting policy for property, plant and equipment from a cost model to a revaluation (fair-value) model, undertaken, per management, to align Nayatel’s reported asset base with fair-value uplifts increasingly applied by comparable fiber-infrastructure peers, and to strengthen the balance sheet ahead of prospective capital-raising activity. This resulted in a retrospective restatement of the January 1, 2024 and December 31, 2024 comparatives; management has indicated the change is not expected to materially affect existing bank covenants, noting that asset-cover ratios are comfortably met even without incorporating the incremental revaluation surplus. The change increases the reported asset base and equity, which mechanically improves leverage optics, but has no bearing on underlying cash generation or debt-servicing capacity, which remain the primary basis for the Company’s coverage assessment.