Profile
Legal Structure
Gharibwal Cement Limited (GCL) is
incorporated on December 29, 1960 as a public limited company with the
Securities and Exchange Commission of Pakistan. GCL's equity shares are quoted
on Pakistan Stock Exchange.
Background
Gharibwal Cement Limited was nationalized
in the 1970s and remained under government control for nearly two
decades. In 1992, as part of the privatization wave, Mr. Tousif
Peracha and Mr. Abdur Rafique Khan, a foreign entrepreneur, acquired a majority
stake in the Company.
Mr. Tousif Peracha and Mr.
Abdur Rafique Khan acquired a majority stake, marking a new phase of
modernization and growth. Under their leadership, the Company has upgraded
facilities, expanded market presence, and improved financial performance,
establishing itself as a key player in Pakistan’s cement industry.
GCL operates a state-of-the-art plant with a
clinker production capacity of 6,700 tons per day. The plant consists of
approximately 60% Chinese components and 40% European components
Operations
The Company is primarily engaged
in the production and sale of cement. GCL’s registered office is situated in
Pace Tower, Lahore, while its production facility is located in Ismailwal,
Tehsil Pind Dadan Khan, District Chakwal.
Ownership
Ownership Structure
GCL majority stake held by two
families. Peracha family owns ~56% while Khan family holds 32% equity stake in
the Company; all through individuals. However, Mr. Muhammad Tausif Peracha
(single key shareholder) is identified as the man at the last mile.
Stability
A tacit understanding between shareholding families necessitates formal documentation.
Business Acumen
Mr. Muhammad Tausif Peracha and
Mr. Abdur Rafique Khan have been business partners for over three decades,
collaborating on various international ventures, primarily in shipping and real
estate. The next generation has expanded into the entertainment and food
industries, further diversifying the business portfolio. Their extensive
experience and long-standing association across multiple sectors contribute to
their strong business acumen.
Financial Strength
The financial strength of the
sponsors is considered adequate, supported by their independent business
ventures and property holdings.
Governance
Board Structure
The overall control of the
Company rests with a nine-member Board of Directors, including the Chairman,
Khalid Siddiq Tirmizey, and the CEO, Mr. Muhammad Tousif Peracha. In addition
to them, the Board comprises two Executive Directors, three Non-Executive
Directors, and two Independent Directors, ensuring compliance with the
Corporate Governance Code for listed companies.
Members’ Profile
Each board member has attained a
professional qualification along with vast experience in different fields that
is evidence of their competency to make key decisions regarding the company's operations.
The board members’ have good business acumen on the back of significant local
industry exposure in several sectors. Mr. Khalid Siddiq Tirmizey serves as the
Chairman of the Board, bringing over 31 years of experience in the banking
industry. He has a proven track record as a qualified chief executive, with
more than 21 years of leadership experience at The Bank of Punjab and Fayal
Bank Limited. Additionally, Mr. Tirmizey possesses extensive expertise across
various sectors and currently holds the position of Chairman on several
corporate boards.
Board Effectiveness
GCL has established a governance
structure in compliance with the Code of Corporate Governance. The Board of
Directors (BoD) plays a crucial role in setting the Company's strategic
direction while ensuring the implementation of rigorous risk management and
internal control systems.
The Board of Directors has
established two key committees— the Audit Committee and the Human Resource
& Remuneration Committee—to assist in relevant matters. Additionally, the
Board has constituted an Investors’ Relationship Committee, responsible for
addressing investor complaints and recommending measures to enhance investor
services. This committee also oversees the allotment of shares kept in
abeyance, shares issued upon employee stock option exercises, and the allotment
of privately placed preference shares, debentures, and bonds, if any.
During the reporting period, the
Audit Committee convened four meetings, while the Human Resource &
Remuneration Committee held one meeting.
Financial Transparency
Aa publicly listed company, GCL’s
Board is dedicated to upholding the highest standards of transparency,
accountability, and ethical conduct. To foster effective communication with
stakeholders, the Company ensures the timely preparation of financial
statements with all necessary disclosures, in compliance with Pakistan Stock
Exchange (PSX) rules and Securities & Exchange Commission of Pakistan
(SECP) regulations.
M/s Kreston Hyder Bhimji and Co.
Chartered accountants, ‘A’ category SBP panel member, the external auditors
have given an unqualified opinion on the company’s financial statements for the
year ended Jun-24.
Management
Organizational Structure
The organizational structure of
the company is divided into eight key functions. These include i) Operations
and Projects, ii) Procurement, iii) Finance, iv) Marketing/ Commercial, v)
Technical Advisory, vi) Information Technology, vii) Administration/ HR, and
viii) Internal Audit. The Director Operations and Projects, supported by GM
Works and his team, resides at Plant. All functional heads report to the CEO
except Internal Audit, who reports to the Audit Committee.
Management Team
Mr. Tousif Peracha the CEO, a
seasoned industrialist with more than 30 years of experience across a wide
array of sectors, including international shipping, petroleum products,
textiles, real estate development, glass, cement, and automobile manufacturing.
He is accompanied by a team of qualified and competent individuals who head
their respective departments
Effectiveness
The management is supported by
four key committees that play a vital role in strategic decision-making and
operational oversight. The Core Executive Committee focuses on
high-level business strategies and overall organizational direction. The Risk
Management Committee is responsible for identifying, assessing, and
mitigating potential risks. The Investor Relations Committee ensures
transparent communication with shareholders and addresses investor concerns,
fostering trust and engagement. Lastly, the Finance and Policy Committee
oversees financial planning, policy formulation, and compliance to maintain the
company's fiscal health and regulatory adherence. Together, these committees
strengthen governance and enhance overall management efficiency.
MIS
The company deploys ERP as
operating software to manage the company's financials, operations, supply
chain, reporting and other business-related activities. The quality of MIS
reporting considered good
Control Environment
The Company has well designed
internal control systems, effectively implemented, and monitored, supported by
a comprehensive audit control system that ensures accurate financial reporting,
adherence to operational and strategic goals, and compliance with laws and
regulations. The Company employ well-documented Standard Operating Procedures
(SOPs), which are regularly reviewed and updated as needed. The Internal Audit
Function, led by a qualified and experienced team, that evaluates the
effectiveness of controls and compliance. This independent oversight provides
the Audit Committee and the Board with assurance on the adequacy of our risk
management and governance processes. The scope and authority of the Internal
Audit Function are clearly defined and approved by the Audit Committee.
Business Risk
Industry Dynamics
The local cement industry faced
significant challenges throughout FY24, primarily due to the country's economic
difficulties, including high inflation, soaring interest rates, and reduced
developmental activity. Additionally, political instability led to lower Public
Sector Development Program (PSDP) spending, compounding the challenges faced by
the construction sector, which was already struggling with rising input costs. Despite
these challenges, the cement industry in Pakistan witnessed marginal growth of
~1.6%, reaching 45.3mln MT during the year ending June 30, 2024, compared to
44.6mln MT last year. Although the local sale volumes declined by 5% (FY24:
38.2mln MT, FY23: 40.0mln MT), the overall surge was driven by a significant
rise in export dispatches of 56%, reaching 7.1mln MT, up from 4.6mln MT last
year. A similar trend was witnessed during 1QFY25, with the local dispatches
recording a decline of ~20% (1QFY25: 8.1mln MT, 1QFY24: 10.1mln mln MT), while
export dispatches grew by ~22% (1QFY25: 2.1mln MT, 1QFY24: 1.8mln MT). Despite
the decline in sales volumes, the local cement manufacturers are witnessing a
rising trend in their recorded revenues due to the higher prices reflecting the
increase in the cost of production that is being passed on to the consumers. As
a result, cement manufacturers have successfully maintained their margins. The
industry also witnessed a rise in installed capacity, which now stands at
approx. 82mln MT per annum. However, based on the stressed demand, the capacity
utilization remained between 50-55% during FY24. Going forward, FY25 brings
some relief for the industry in the form of consistent reduction in policy
rates, declining inflation, a stable exchange rate, and gradual increases in
SBP reserves along with political stability. However, the development activity
in the form of construction projects to stimulate the economy is still on hold.
Relative Position
Gharibwal Cement is among
middle-tier cement players with an annual operational capacity of 2.01mln Tons.
Over the last few years, the Company commenced some projects in order to gain
overall efficiency which included raw material conveyer belt, setting up a
WHRPP, and cement grinding mill.
Revenues
In FY24, GCL recorded cement
dispatches of 1.140mln MT (FY23: 1.296mln MT), generating net revenues of PKR 18,165mln
(FY23: PKR 18,316mln). This represents an 0.8% decrease, primarily driven by lower demand and decline in overall volumes. Similar trend was witnessed during 1QFY25,resulting in net revenues of PKR 4,317mln (1QFY24: PKR 4,358mln),.
Margins
The Company has consistently
enhanced its margins through effective cost control measures and improved
retention prices, driven by strategic initiatives undertaken by management. Key
factors contributing to this improvement include the installation of a 24 MW
solar power plant and the implementation of a cooler system that reduces coal
consumption by 2-3%, enhances heat recovery, and improves clinker quality.
Additionally, the Company has opted for locally sourced Khushab coal instead of
imported coal, further enhancing operational efficiency.
As a result, the Gross Profit Margin increased
to 27.2% in 1QFY25 (FY24: 20.8%, FY23: 20.7%, 1QFY24: 19.9%). The Net Profit
Margin also improved, reaching 12.4% in 1QFY25 (FY24: 9.6%, FY23: 6.7%, 1QFY24:
9.4%), supported by reduced leverage and the favorable impact of declining
policy rates on profitability.
Sustainability
The Company initially announced a
capacity expansion of 1 million TPA; however, due to reduced demand, the
management has decided to implement the expansion in phases. Upon completion,
this expansion will increase the effective capacity to 10,000 TPD.
The project is estimated to cost
PKR 6.5 billion, with a debt-to-equity ratio of 50:50. The Company has already
imported key machinery and equipment, including the kiln, cooler, and
pre-heater from FLSmidth, while basic infrastructure work is also progressing.
Fully prepared for the expansion, the Company will proceed once market demand
improves. Additionally, GCL is continuously working on cost control measures to
enhance margins.
Financial Risk
Working capital
1QFY25, GCL's working capital
requirements, represented by the net cash cycle (net working capital days),
remained stable at 176 days (FY24: 127 days). The Company effectively manages
its working capital needs through internally generated cash flows.
Coverages
During 1QFY25 and FY24, GCL's
Free Cash Flow from Operations (FCFO) rose to PKR 1,036mln and PKR 3,273mln,
respectively (1QFY24: PKR640mln, FY23: PKR2,175mln), driven by improved
profitability. As a result, the Interest Coverage Ratio (FCFO/Finance Cost +
CMLTB + Excess Borrowings) improved to 7.4x in 1QFY25 from 7.6x in FY24,
highlighting the Company’s enhanced ability to comfortably meet its finance
costs due to stronger liquidity generation from operations.
Capitalization
As of FY24, the Company's capital
structure remained moderate to low, with a total debt-to-debt plus equity ratio
of 4.5% (1QFY25: 4.6%, FY24: 2.1%, FY23: 14.2%). The Company’s borrowings
increased YoY from PKR 468mln in FY23 to PKR 1,165mln in FY24, primarily due to
a long-term loan for enhancing the energy mix through the installation of a 12
MW solar power plant. Going Forward, the Company's leverage may increase
depending on the execution of its planned expansion projects.
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