Profile
Legal Structure
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 the
Companies Act, 2017). The registered and head office of the Company is situated
at 24, Retalia Building, G-6 Markaz, Islamabad.
Background
The Company is a subsidiary of Orastar
Limited, which holds a 90% stake. Three companies currently operate under the
TWA umbrella: (i) Trans World Enterprise Services (Pvt.) Ltd. (TES), (ii) Trans
World Infrastructure Services (Pvt.) Ltd. (TIS), and (iii) TES Media (Pvt.)
Ltd. (TMPL).
Operations
TWA commenced operations in 2006. Its
principal activity is to establish and operate telecommunication systems and
provide Long Distance and International (LDI) telecommunication services under
the license issued by the Pakistan Telecommunication Authority (PTA). Pakistan
currently has three Tier-1 submarine cable operators, Pakistan
Telecommunication Company Limited (PTCL), TWA, and Cybernet. TWA wholly owns
and operates two submarine cable systems, TW-1 (a ~1,300km Karachi–UAE–Oman
link) and SEA-ME-WE-5 (landing station), and is a consortium partner in
SEA-ME-WE-6 (SMW6), for which substantial capex has already been incurred.
Previously guided for operational readiness by 1QCY27, SMW6’s timeline has
since slipped further, the closure of the Strait of Hormuz disrupted
construction access to the Gulf Extension’s remaining landing segments (UAE,
Bahrain, Qatar, Saudi Arabia, Oman), and a specialized cable-laying vessel
assigned to the Pakistan segment was disabled in a collision at Karachi Port.
Consequently, the previously revised Project Acceptance date of March 30, 2027
is now subject to further uncertainty’ however, the management indicated that
KSA-Bahrain crossing has made some progress and the regulatory approvals are
almost final and the partial route can be used as the network has been laid by
the Company. TWA also serves as the landing partner for the Karachi branch of
the 2Africa submarine cable system, 2Africa’s Gulf Extension has similarly been
affected by the regional disruption, and a revised completion timeline is
uncertain.
Ownership
Ownership Structure
Orastar Limited holds 90% of TWA’s shares; the
remaining 10% is held by the heirs of the late Dr. Omar Bin Abdul Muniem Al
Zawawi. Orastar is a BVI-incorporated company managed by directors based in
Jersey.
Stability
Orastar Limited is an institutional investor
focused on private-equity placements, principally in unlisted technology, IT,
and power-generation assets. Orastar increased its stake in TWA to 90% in
January 2022, reflecting sustained confidence in Pakistan’s telecom and IT
sectors; no change in ownership has occurred since.
Business Acumen
The Sponsor’s investment profile spans both
local and international jurisdictions, reflecting diversified experience and an
ability to navigate complex operating and financing environments, relevant
given the geopolitically-driven execution risk TWA is currently managing on
SMW6.
Financial Strength
Sponsor financial strength is assessed as
adequate to strong, underpinned by Orastar’s institutional private-equity
backing. It is worth noting that TWA’s own financing plan (the new bilateral facility
and the existing Meezan Bank syndicate facility) is being arranged at the
operating-company level rather than through sponsor equity injection.
Governance
Board Structure
The Board comprises eight directors, six
non-executive and two executives. Mr. Junaid Iqbal Khan serves as the CEO,
while also acting as a non-executive director on the board.
Members’ Profile
The Board continues to combine deep
telecom-sector and financial expertise. Mr. Junaid Iqbal Khan is a former
senior executive at Zain, Motorola, Jazz, and PTCL. Mr. Iskander Alex Shalaby
is the former Chairman & CEO of Mobinil and a former AT&T executive.
Syed Bashir Ahmad was formerly Head of Private Banking at ABN AMRO, ING, and
Bank of Singapore, and is currently CEO of Halkin Investments. Mr. Iain David
Johns is Group Head of Private Client Services at JTC and holds board roles at
MAS Singapore and the Jersey FSC. Syed Mukhtar Ahmed is the former EVP
International Communications at PTCL and advises Transworld. Mr.
Pervez Iftikhar is an independent telecom policy consultant and founding CEO of
USF Pakistan. Mr. Khursheed Ashraf holds board/committee roles at Siemens LLC
Oman and NEWREST WACASCO. 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.
Board Effectiveness
The Board operates through three committees, a
Finance Committee, an Audit & Tax Committee, and a Technical &
Investment Committee. All board members are professionals and have diverse
experience in the different market segments related to IT, telecommunication,
and banking.
Financial Transparency
The Company’s financial statements for FY2025
were audited by A. F. Ferguson & Co., an auditor categorized in the ‘A’
category under the State Bank of Pakistan (SBP) list of approved auditors. The
auditors did not concur with management’s accounting treatment of expensing
borrowing costs incurred in connection with the financing of the SMW6 project,
with the matter being highlighted in their audit report for the year ended
December 31, 2025. Following the completion of the FY2025 audit, the Company
appointed KPMG Taseer Hadi & Co., also an ‘A’ category auditor under the
SBP list, as its statutory auditor.
Management
Organizational Structure
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.
Management Team
The management team of
Trans World is well-experienced and led by Mr. Saad Muzaffar Waraich, the
President, who 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 brings extensive
telecom-sector experience driving strategic growth and innovation. Mr. Naveed
Malik, the CFO, has 30+ years of experience and has been associated with TWA
since 2010.
Effectiveness
Currently, TWA has
Pricing, Procurement & Investment committees in place, with departmental
heads holding regular joint sessions to align on business strategy.
MIS
The Company has strengthened its IT
capabilities through an outsourced technology model, enabling access to
specialized expertise and scalable IT support. A real-time management
information and dashboard system, based on Power BI, supports management oversight
and facilitates timely identification and resolution of performance shortfalls.
The outsourced IT function provides support across key areas including
infrastructure, operations, application development, and ERP & CRM systems.
Control Environment
The Company maintains a stringent control
environment, including an independent internal audit function and regular
third-party audits, and has an established Cyber Security Framework, relevant
given TWA’s role as critical national digital infrastructure. In 2025, TWA
established an Enterprise Risk Management (ERM) framework to further strengthen
internal controls and risk governance, a positive development that should
support more structured monitoring of the geopolitical, execution, and
financing risks now facing the Company.
Business Risk
Industry Dynamics
Pakistan’s telecom sector is mature on
subscriber metrics, total subscriptions reached 210mln in July 2026 at ~83.35%
tele density, but structurally underpenetrated on data infrastructure. Sector
revenue rose to PKR 1,075bln in CY25 (CY24: PKR 957bln, +12.3%), driven by
ARPU-led growth and data monetization, while mobile data usage grew to ~14,153
petabytes in FY25 (+8.7% YoY), sustaining derived demand for the international
and domestic bandwidth capacity TWA supplies. Pakistan’s installed
international bandwidth capacity stood at ~17.2Tbps by mid-2025 (~13.0Tbps
activated)[MO1] , carried across SMW4, SMW5, IMEWE, AAE-1,
PEACE, TW-1, 2Africa and the upcoming SMW6 and Africa1, with landing rights
concentrated among PTCL (SMW4, IMEWE, AAE-1, Africa1), TWA (SMW5, TW-1, 2Africa),
and Cybernet (PEACE). Regulatory developments, RoW abolition, the National
Fiberization/Connectivity Plans, and district-level class licensing, are
broadly supportive of continued bandwidth demand, while PTCL’s completed
Telenor acquisition (Dec-25) and the finalized Fixed Satellite Services
framework (Apr-26, paving the way for Starlink) introduce medium-term
competitive and substitution risk. Wholesale bandwidth pricing continues to
decline sharply on a per-Mbps basis, a global, capacity-driven trend, requiring
TWA and peers to grow volumes and diversify into data centers and managed
services to sustain margins. The medium-term industry outlook remains
constructive, anchored in structural data-demand growth and supportive
regulation, though near-term execution risk on Gulf-corridor cable projects and
pricing pressure are the key monitorable.
[MO1]Please
include most latest available data for 2026.
Relative Position
TWA remains one of Pakistan’s three Tier-1
international bandwidth providers alongside PTCL and Cybernet, and is the only
private-sector operator to wholly own a submarine cable system (TW-1), in
addition to its SMW5 landing station and consortium interests in SMW6 and landing
partner for 2Africa. PTCL remains the dominant incumbent by scale and
balance-sheet depth, a position reinforced by its completed acquisition of
Telenor Pakistan (Dec-25) and the Telenor–Ufone merger, raising the prospect of
a more vertically-integrated competitor able to bundle mobile, fixed, and
wholesale capacity, a development that bears monitoring for its effect on TWA’s
carrier/wholesale demand over time. Cybernet (PEACE cable stake, alongside its
StormFiber retail business) and SCO (terrestrial Pak-China OFC route) represent
smaller alternative capacity sources. On infrastructure footprint, TWA’s
network spans its wholly-owned TW-1 cable, SMW5 landing rights, ongoing domestic
long-haul/metro network upgrades under its 2023 LDI license, and a newly
completed data center at its CLS Building landing station in Karachi (already
generating recurring tenant revenue). This route diversity has, however, been
tested by disruptions linked to regional conflicts; in response, TWA has
upgraded SMW5 and TW-1 to meet rising domestic demand, including 5G readiness,
while diversifying domestic backhaul via LDI-licensed long-haul arrangements
with Wateen and Jazz. Strategically, the Company continues to pursue
cost-saving domestic long-haul initiatives alongside its international capacity
build-out, positioning TWA to capture continued wholesale demand growth once
SMW6 capacity is eventually commissioned, while its multi-cable, multi-route
profile remains a differentiator versus smaller Tier-1/Tier-2 peers.
Revenues
TWA’s revenue increased
to ~PKR 15,713mln in CY25 (CY24: ~PKR 13,311mln; CY23: ~PKR 10,618mln),
reflecting 18.0% YoY growth (CY24: 25.4%; CY23: 21.4%; 3-year CAGR: 21.6%). By
segment, Carrier remained the largest contributor at ~42% of CY25 sales, followed
by Wholesale and International Business at ~18% each. Corporate & Other
(~8%), LDI Voice (~3%), and inter-company revenue, primarily from related party
Transworld Enterprise Services (~11%), accounted for the remaining revenue.
Revenue growth moderated further to 9.5% YoY in 1QCY26 (Mar-26).
Margins
Gross margin improved
modestly to 47.3% in CY25 (CY24: 46.8%), although it remained below the CY23
level of 52.2%, indicating a lower margin base amid competitive wholesale
bandwidth pricing and higher depreciation following the capitalization of
capacity upgrades and long-haul network investments. Operating margin moderated
further to 33.9% in CY25 (CY24: 36.2%; CY23: 42.1%), partly reflecting a
notable increase in selling and marketing expenses. Net margin declined to
11.3% in CY25 from 16.8% in CY24 (CY23: 17.9%), primarily due to a significant
increase in finance costs, which rose to PKR 1,796mln in CY25 from PKR 583mln
in CY24 (+208%), alongside a higher effective tax rate of 41.6% (CY24: 31.3%).
The increase in finance costs largely reflected borrowing costs associated with
the 319-day critical path displacement of the SMW6 cable system, which were
expensed rather than capitalized as part of CWIP to ensure appropriate
presentation of the related asset.
Sustainability
TWA’s growth prospects remain underpinned by
structural demand for international and domestic bandwidth, rising data
consumption, 5G readiness, and government fiberization targets (tower
fiberization of 60% from ~16–18% currently), and by the Company’s multi-cable,
multi-route international profile. Network expansion continues on two fronts:
internationally, via SMW6 and the 2Africa landing role; and domestically, via
LDI-licensed long-haul/metro upgrades, including the Wateen and Jazz multi-route fiber lease agreements
aimed at reducing domestic bandwidth costs, alongside interim SMW5 and TW-1
capacity additions. Strategic diversification into data-center services offers
an adjacent, potentially higher-margin and less commoditized revenue stream,
following a path also being pursued by domestic peers. Financing for this
pipeline includes a planned bilateral long-term facility via Meezan Bank,
timely completion of this facility is an important near-term monitorable given
the repayment profile of TWA’s existing ~PKR 10.8bln Meezan syndicate facility.
Key constraints to sustainable growth include continued geopolitical/execution
risk on Gulf-corridor cable projects, secular per-unit bandwidth pricing
erosion common to the industry globally and sustained USD-denominated capex
exposure amid PKR volatility. On balance, TWA’s growth trajectory appears
sustainable provided the Company successfully manages its financing pipeline
and near-term debt-repayment bunching alongside continued execution risk on its
international cable projects.
Financial Risk
Working capital
Working-capital
management continued to strengthen, with trade receivable days declining to 134
in CY25 (CY24: 145; CY23: 166), while trade payable days remained broadly
stable at 83 (CY24: 89; CY23: 84). As a result, net working-capital days
improved to 51 in CY25 from 56 in CY24 and 82 in CY23, providing some support
to liquidity amid the Company’s ongoing capex-led expansion. The current ratio,
however, remained below 1.0x at 0.9x in [MO1] CY25
(CY24: 0.8x; CY23: 1.2x), reflecting the capital-intensive nature of the
business and reliance on longer-term funding for investment needs. While this
limits the near-term liquidity cushion, the improving working-capital cycle
provides some mitigation.
[MO1]This
seems to be quite on higher side and does not account for the current portion
of long term debts and short term loans. Plz double check.
Coverages
FCFO increased modestly
to ~PKR 4,491mln in CY25 (CY24: ~PKR 4,214mln; CY23: ~PKR 3,985mln),
representing 6.6% growth and trailing the 18.0% increase in revenue.
Accordingly, cash conversion moderated to 28.6% in CY25 (CY24: 31.7%; CY23:
37.5%), reflecting the pressure on operating margins. Coverage metrics also
weakened, with EBITDA/Finance Cost declining to 3.2x in CY25 from 9.5x in CY24
(CY23: 11.0x), while FCFO/Finance Cost moderated to 2.5x from 7.2x (CY23:
8.6x), primarily due to the significant increase in finance costs. Core debt
coverage declined to 0.6x in CY25 from 1.2x in CY24 (CY23: 2.9x), indicating a
more limited capacity of internally generated cash flows to cover financing
costs and near-term debt maturities. This was partly driven by the increase in
current maturities of long-term borrowings to PKR 3,323mln in CY25 from PKR
812mln in CY24 (+309%). Consequently, debt payback lengthened to 5.4 years
(CY24: 3.6 years; CY23: 3.0 years), while liquid cover moderated to 1.3x (CY24:
2.0x; CY23: 10.3x), following the decline in cash reserves. Overall, coverage
metrics indicate some tightening in the Company’s financial flexibility,
primarily reflecting higher debt servicing requirements associated with the
ongoing capacity expansion and SMW6-related funding needs.
Capitalization
Leverage remained broadly stable, increasing
moderately to 48.1% in CY25 from 46.9% in CY24 (CY23: 49.5%), before improving
to 45.5% by Mar-26. The increase in CY25 was accompanied by higher short-term
borrowings of PKR 1,506mln (CY24: ~PKR 640mln; CY23: PKR 759mln), raising their
share of total borrowings to 10.9% from 5.5%. Long-term debt nevertheless
remained the primary source of funding at PKR 8,815mln in CY25 (CY24: ~PKR
10,166mln; CY23: ~PKR 9,559mln). Off-balance-sheet exposure increased to 32.8%
in CY25 from 27.3% in CY24 (CY23: 41.4%), largely reflecting outstanding
capital commitments related to the SMW6 project and data-center investments.
Capex remained elevated at PKR 3,360mln in CY25 (CY24: PKR 2,312mln; CY23: PKR
3,636mln), driven by continued SMW5/TW-1 capacity upgrades and data-center
build-out. The investment program was supported in part by additional short-term
(a short-term sukuk of ~PKR 1.5bln was also issued in April, 2026) and
long-term funding, with net long-term borrowings increasing by ~PKR 1,134mln
during CY25. Overall, capitalization remains manageable, although the elevated
investment cycle and associated funding requirements continue to place some
pressure on leverage and funding mix.
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