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. Mr. Muhammad Bilal Qureshi, Co-Founder and CEO, holds the largest stake of 48%, followed by Mr. Abdul Rehman Atif Qureshi, with 32%, SC Technologies Global (Pvt.) Limited (SCT) with 15%, and Ms. Ayla Majid, Co-Founder and Director of Strategy, with 5%. Effective control over the Company's strategic direction is primarily exercised by the founding shareholders, led by Mr. Muhammad Bilal Qureshi as the largest shareholder and CEO, while SCT retains a strategic institutional stake.

The Board of Directors of Infralectric comprises five members: Mr. Bilal Qureshi (Co-Founder & CEO), Ms. Ayla Majid (Co-Founder & Director of Strategy), Mr. Abdullah Saleh (CFO, Company Secretary & Director), Mr. Sohaib Ashraf (Director Finance), and Mr. Salman Ahmad (Independent Director). The recent induction of Mr. Salman Ahmad, who serves as Global Head of Macro and Strategic Asset Allocation at Fidelity International and previously held senior roles at Lombard Odier Investment Managers and Goldman Sachs International, has strengthened the Board's independence and objectivity in strategic oversight.  The Board's collective expertise spans technology commercialization, energy infrastructure, finance, sustainable finance, global investment management, and corporate governance. Ms. Ayla Majid, a former Global President of ACCA with over 20 years of experience in financial strategy and ESG framework design, and Mr. Bilal Qureshi, with over a decade of leadership across Brillanz and SC Technologies, bring sector and strategic depth, while the ACCA-qualified finance directors support financial discipline and compliance oversight. To facilitate focused oversight, the Board has established four committees: the Audit, Finance, Investigation, Financial Risk Management and Control Committee; the Human Resource, Legal and Miscellaneous Matters Committee; the Procurement Committee; and the Risk Committee. Through these, the Board delegates detailed review and monitoring of financial reporting and internal controls, human capital and legal matters, procurement governance, and enterprise-wide risk management, while retaining overall accountability for strategic direction.

The Company is led by Mr. Bilal Qureshi, Chief Executive Officer, who also holds simultaneous leadership roles across affiliated entities and remains central to the strategic and relationship dimensions of the business. The finance function is co-led by Mr. Abdullah Saleh, CFO & Company Secretary, and Mr. Sohaib Ashraf, Director Finance, both of whom are ACCA-qualified professionals with a combined experience of 21 years, supporting disciplined financial management, compliance oversight, and reporting integrity within the lease-intensive business model. The broader management team is further strengthened by Mr. Salman Khalili, SVP – Commercials & Business Growth, Brillanz Group, who brings around 17 years of professional experience, including senior-level exposure across the energy and telecommunications sectors, and holds an educational background from Bahria University. Mr. Tahir Zuberi, VP Commercials, Infralectric, is a qualified professional with extensive commercial and business development experience, supporting the Company's customer relationships and growth initiatives. Key-person concentration risk is considered moderate, given the CEO's concurrent leadership roles across affiliated entities and his central position in the Company's strategic and relationship dimensions. The depth of the senior management team, supported by dedicated finance and commercial leadership and the broader sponsor ecosystem, provides a partial buffer against single-point executive dependency.

Infralectric operates in Pakistan’s telecom energy-as-a-service segment, serving a sector of over 208 million cellular subscribers. Energy accounts for 20-30% of MNO operating expenditure, and heavy diesel dependence across more than 50,000 tower sites sustains demand for solar and battery solutions. Sector risks include MNO concentration, energy price volatility under fixed-price contracts, foreign exchange exposure on imported equipment, spectrum and regulatory uncertainty, and technology obsolescence. The Company has solarized 3,036 towers for Telenor Pakistan and Ufone, with a further 693 under deployment, in a market that remains substantially underpenetrated. Its tripartite financing model, seven-year fixed-price contracts and AI-enabled monitoring support its competitive position, although MNOs pursuing direct solarization are a threat. PTCL’s acquisition of Telenor Pakistan has placed both counterparties under one parent, which reduces counterparty diversity but concentrates exposure in a better-capitalised group. In the audited FY26 accounts, revenue declined 24.6% to Rs 2,078.0m, reflecting the phasing of lease commissioning, as lease revenue is recognised upfront when sites are completed. Despite the lower topline, profitability improved. Gross profit margin expanded to 26.4% (FY25: 15.4%), driven mainly by a sharp fall in cost of services, and profit after tax rose 40.7% to Rs 282.1m. The lease-based model generates recurring contractual cash inflows over a seven-year horizon, with the 948 sites under deployment providing visibility on near-term growth, subject to execution risk. Growth is largely debt-funded, and leverage has increased as borrowings, including the Green Sukuk, rose well above equity. The Company’s ESG credentials, anchored by Pakistan’s first telecom Green Sukuk, are expected to remain a differentiator.

Infralectric’s financial risk profile reflects the front-loaded financing needs of a lease-based deployment model, where growth is debt-funded and sponsor-supported. Based on the audited FY26 accounts, liquidity strengthened materially, with the current ratio rising to 10.1x (FY25: 6.3x). This was driven by the Green Sukuk proceeds and sponsor advances, which lifted cash balances. Gross working capital days increased to ~16 days (FY25: ~4 days) as inventory built up ahead of the 693 sites under deployment. Net working capital days remained negative at ~5 days (FY25: ~5 days), as trade creditors, largely related-party suppliers, exceed receivables and inventory. These ratios carry limited standalone interpretive value for a lease-driven model, as they mainly reflect the timing of site commissioning and financing. Coverage remained adequate but moderated, with EBITDA-to-finance cost at ~-3.1x (FY25: ~-11.1x) as borrowing costs rose with the larger debt base. It is supported by interest income on the lease portfolio, which broadly offsets bank borrowing costs, and by contracted lease receipts due within a year that exceed scheduled debt repayments. Equity more than doubled to PKR 2.3bn (FY25: PKR 1.0bn), driven by retained profits and sponsor advances against future share issuance. Leverage increased, with debt-to-capital at 74.1% (FY25: 71.5%), as the debt-funded rollout outpaced equity build-up. Mitigating this, the board-approved debt policy restricts borrowings to tripartite-backed arrangements, and gross contracted lease receivables cover borrowings ~1.3x. PACRA expects leverage to moderate gradually as commissioned sites season.

The 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. The facility has now been drawn in two tranches aggregating PKR 2,976 million, Tranche I of PKR 670 million (issued 22-May-26, covering 502 Telenor Pakistan sites) and Tranche II of PKR 2.3bln (issued 30-Jun-26, covering 658 Ufone sites), against the PKR 3.0 billion approved limit, leaving PKR 24 million of headroom available for a further tranche, if any, within the stipulated availability period. Minimum investment was 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 has issued in two tranches, with each subsequent tranche required to be drawn within 6 months of the previous drawdown, failing which the unutilized portion lapses and InfraZamin's guarantee commitment is permanently reduced to the amount actually disbursed. The overall availability period is capped at 12 months from the first-tranche issuance. To date, two tranches have been issued within this window, Tranche I on 22-May-26 (PKR 670mln, Telenor) and Tranche II on 30-Jun-26 (PKR 2,306mln, Ufone), together representing PKR 2,976mln, or ~99.2% of the approved PKR 3.0 billion facility. The Sukuk was issued in book-entry (digital) form through the Central Depository Company of Pakistan (CDC). From a rating perspective, PACRA's opinion applies to the 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, currently PKR 2,976mln. 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 installments (with first principal paid 12 months post-issuance of each tranche). KIBOR is variable and will change after every 6 months; for the initial Repayment Schedule, KIBOR is taken as of the date of drawdown.

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. 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 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.

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 30-Apr-26.

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.

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 Sukukholders, 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 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.