Karachi Gateway Terminal (Private) Limited (the Company) was incorporated in Pakistan as a private limited company on August 8, 2023, under the Companies Act, 2017. The Company operates as a wholly owned subsidiary of Infrastructure and Development Investment Limited which ultimately forms part of Abu Dhabi Ports Company PJSC (AD Ports Group), listed on the Abu Dhabi Securities Exchange (ADX: ADPORTS). The registered office  is located at East Wharf, Karachi Port, with a liaison office in Lahore.

Berths 6-10 were previously operated by Pakistan International Container Terminal (PICT). On June 22, 2023, KPT signed a Build Own & Transfer (BOT) concession agreement with Abu Dhabi Ports Group (ADPG) for a period of 25 years, extendable for another 25 years. The concession was acquired at a value of US$ 50 million. KGTL’s establishment is rooted in a broader Government-to-Government (G2G) strategic partnership between the Government of Pakistan and the Government of the United Arab Emirates. The Company was established as a strategic initiative to enhance container handling capacity and operational efficiency at Karachi Port. AD Ports Group is a globally diversified ports and logistics operator with a presence in over 50 countries, managing an extensive portfolio of terminals and integrated trade and logistics assets. Its entry into Pakistan reflects the strategic importance of the Port of Karachi, which handles a majority share of the country’s seaborne trade and serves as a key gateway to South and Central Asia. KGTL is a wholly owned subsidiary of IDIL, which is owned by AD Ports Group (60%) and Kaheel Terminals (40%) respectively, reflecting the government’s broader objective of modernizing port infrastructure and attracting foreign investment. The Company’s operations are supported by its strategic location, positioning it to play a key role in Pakistan’s maritime trade and logistics value chain.

The Company is primarily engaged management of container terminal at berths 6-10 on the East Wharf of Karachi Port. It operates under an Operations, Management, Investment and Development (OMID) agreement with the Karachi Port Trust (KPT), granting it exclusive rights for the construction, development, operations, and management of a container terminal at Karachi Port. The concession has been awarded for an initial period of twenty five (25) years horizon, with an embedded option to extend for a further 25 years, providing long-term operational stability and strong revenue visibility. Current total annual throughput as of 2025 stood at 459,927 TEUs, projected to be 982,000 TEUs by 2030.  A significant expansion initiative is underway through dredging, berth extension, and upgrading machinery and equipment aimed at increasing vessel handling capacity. Revenues are generated through regulated and concession-agreed tariffs applied to various service components, with handling revenue (direct) forming the primary contributor, followed by arrastre services (movement of cargo within the terminal), storage charges (based on dwell time of containers), and port handling-related charges. Additional income streams include ancillary services provided to refrigerated containers. This diversified yet tariff-based revenue structure ensures a steady income stream, largely insulated from price volatility, while remaining directly linked to throughput volumes and operational activity.

The Company is a wholly owned subsidiary of Infrastructure and Development Investment Limited, its immediate corporate sponsor. IDIL is owned by AD Ports Group (60%) and Kaheel Terminals (40%), with effective control resting with AD Ports Group. The ultimate parent is Abu Dhabi Ports Company PJSC (AD Ports Group), a sovereign-linked entity backed by Abu Dhabi Developmental Holding Company (ADQ). Two individuals; Jason Leslie Walter and Ahmed Bin Dalmook Bin Juma Al-Maktoum, hold nominal qualification shares at the KGTML level. The sponsors provide strong financial and technical support, enabling the Company to undertake capital-intensive infrastructure development while maintaining operational stability.

Shareholding of the Company has remained stable since inception, supported by the 25-year concession period, extendable for another 25 years. The sponsor backing is considered a key credit strength, enhancing financial flexibility and access to funding. The sovereign backing and listed status of AD Ports Group contribute to strong governance practices and strategic continuity. Moreover, the Group’s broader commitment to Pakistan, including its parallel investment in KGTML, underscores its long-term presence in the market and mitigates exit risk.

The Company benefits from extensive experience and technical expertise of AD Ports Group, a global port operator with presence across multiple geographies through its terminal platform. This provides access to international best practices in terminal management, commercial strategy, and digital integration. The sponsors bring a proven track record in port operations, logistics management, and large-scale infrastructure development, enabling the Company to adopt international best practices in terminal management and operational efficiency. Their strategic insight and industry knowledge facilitate informed decision-making, effective capacity planning, and the ability to capitalize on emerging trade opportunities, thereby strengthening the Company’s competitive positioning within the port and logistics sector.

The sponsor’s strong financial profile, underpinned by its sovereign linkage, provides considerable financial flexibility for undertaking large-scale infrastructure investments. Backed by AD Ports Group, the project benefits from a well-capitalized platform with demonstrated access to funding and disciplined financial management. This strength is further complemented by the operational and strategic support of Kaheel Terminals, reinforcing execution capabilities and local market alignment. AD Ports Group is a leading global trade and logistics platform, with operations spanning over 50 countries and a diversified portfolio of more than 34 terminals, highlighting its scale and international expertise. This sustained growth and sizeable balance sheet underscore the Group’s robust financial standing and capacity to support its investments, as reflected in its AA- credit rating from Fitch Ratings. Project funding has largely been facilitated through sponsor and related-party support.

The Board comprises of two Directors. Both directors represent the corporate sponsor, Infrastructure & Development Investment Limited, ensuring strong alignment with sponsor interests and strategic direction. Governance oversight is strengthened through the involvement of AD Ports Group, which operates under well-established governance standards and regulatory frameworks, thereby supporting effective decision-making and institutional discipline.

Board members include Jason Leslie Walter and Ahmed Bin Dalmook Bin Juma Al-Maktoum, both of whom have been associated with the board since August 8, 2023. Jason Leslie Walter brings over 20 years of experience in port operations and concession management, with professional exposure to major international port environments. As a director representing the corporate sponsor, he provides strategic oversight aligned with the Group's international best practices. Ahmed Bin Dalmook Bin Juma Al-Maktoum similarly brings more than two decades of experience, drawing on a background that spans infrastructure investment, government relations, and enterprise management within the UAE and across the broader AD Ports Group footprint.

While the Board demonstrates active engagement and consistent participation, its relatively lean structure and absence of independent representation may limit governance depth and diversity of perspective. Since its incorporation, the Board has demonstrated full attendance, reflecting full commitment at the governance level. The governance framework is evolving, with scope for further formalization over time, including the potential introduction of independent directors and specialized board committees (audit, risk, and HR) as the business scales.

The Company’s external auditors, Yousuf Adil Chartered Accountants, have expressed an unqualified opinion on the financial statements of the Company for the year ended Dec-25. The firm is classified in Category ‘A’ on the State Bank of Pakistan’s panel of auditors, and duly filed with the Securities and Exchange Commission of Pakistan (SECP). At the group level, the parent entity, AD Ports Group, is subject to comprehensive disclosure requirements under the UAE Securities and Commodities Authority and Abu Dhabi Securities Exchange listing regulations, providing an additional layer of transparency. Related party transactions, primarily comprising inter-company borrowings and associated finance costs, are adequately disclosed.

The organizational hierarchy of KGTL is designed with clear reporting lines to ensure accountability and specialized oversight. At the highest level, the Board of Directors maintains ultimate authority, with both the Chief Executive Officer (CEO) and the Chief Internal Auditor reporting directly to them. The CEO oversees the majority of functional heads, including the Chief Finance Officer (CFO), who maintains a direct reporting line to executive leadership. A broad layer of functional management—covering Business Development and Planning, Engineering, Human Capital, Marketing & Commercial, IT, Security & QHSE, Terminal Maintenance, Communication & Executive Affairs, and Customer Care—reports directly to the CEO to ensure operational alignment. Under the CFO, the structure further branches into specialized roles, including the Financial Controller and Company Secretary, the Deputy Manager Legal & Claim, and the Manager Procurement.

The management team is composed of seasoned professionals with deep technical and leadership expertise in their respective fields. Khurram Aziz Khan serves as the CEO, bringing over 25 years of overall experience and a Master in Container Terminal Business Management. He has played a central role in establishing and scaling operations at Karachi Port, including the development of both KGTML and KGTL. The financial leadership is headed by Faisal Mahmood, a CFO with over 25 years of experience and membership in ICAP. His background spans financial reporting, internal controls, and strategic financial planning, supporting robust financial discipline and governance at the entity level. They are supported by Rehan Muhammad Hanif, who serves as the Financial Controller and Company Secretary; he also holds ICAP membership and possesses over 15 years of professional experience. These key members have been with the company since late 2023 or 2024, providing a stable leadership foundation.

Management effectiveness is reflected in strong financial and operational performance, with consistent revenue growth and improving profitability driven by operating leverage and cost discipline. Successful execution of key initiatives, including capacity expansion and navigation of regulatory and commercial complexities, highlights the team’s ability to operate efficiently within a dynamic environment.

Management information systems are supported by integrated terminal management and ERP platforms, providing real-time visibility into operations, cargo throughput, and financial performance. Integration with Maqta Gateway, now part of the broader Maqta Technologies Group, AD Ports Group’s consolidated digital arm, enhances cargo tracking, customs integration, documentation, and stakeholder communication across the trade value chain. Maqta Technologies Group brings together advanced digital trade solutions, including port community systems, smart logistics platforms, and customs integration capabilities, aimed at improving efficiency, transparency, and coordination across maritime operations. The Company’s lean structure is complemented by these institutional digital capabilities, providing a clear operational advantage over less technologically advanced terminals. Regular operational dashboards and financial reporting enable timely, data-driven decision-making in a high-volume cargo environment.

The control environment is anchored in AD Ports Group’s governance framework, covering financial controls, procurement, contract management, and compliance, with additional discipline derived from UAE regulatory oversight at the parent level. Effective management and rigorous monitoring are maintained by a robust and independent internal audit function, characterized by a direct reporting line from the Chief Internal Auditor to the Board of Directors. It provides a comprehensive layer of governance across the organization's operations. Risk management, including operational assessments and concession compliance, is integrated into regular management reporting.

The port and terminal industry in Pakistan serves as the primary artery for the nation’s international trade, with the Karachi Port Trust (KPT) handling a significant portion of the country’s dry cargo and container volumes. The sector is characterized by a strategic shift toward private-sector participation and long-term concession agreements, aimed at modernizing infrastructure to meet global maritime standards. While road transport remains the dominant mode for inland logistics—accounting for approximately 69% of movement in the broader transport sector—terminal efficiency is increasingly driven by digitized yard management and the expansion of multi-modal connectivity, including rail and feeder services to regional transshipment hubs. As trade volumes recover, the industry’s outlook is supported by efforts to reduce vessel turnaround times and enhance handling capacities for diverse cargo types, including containers, bulk, and general cargo, ensuring the sector remains resilient against global supply chain fluctuations.

The Company holds a notable relative position with a 12% market share. While it currently trails behind major competitors such as South Asia Pakistan Terminals (SAPT), and Karachi International Container Terminal (KICT), KGTL remains a key institutional player within the Karachi Port landscape. Its strategic location at Karachi Port’s East Wharf, near key industrial zones and major transport corridors, enables lower logistics costs and faster turnaround times.

During CY25, KGTL reported a net revenue of PKR 12,880.2 million, representing an 18.1% growth compared to the PKR 10,903.9 million achieved in the prior year and PKR 7,163 million during 5MCY23 with projected revenue of approximately PKR 16,063 mln during CY26. This growth was primarily driven by the company’s core container terminal management services, with the highest contribution coming from Handling Revenue (Direct), which totaled PKR 4,472.5 million for the year (CY24: PKR 3,649 million, 5MCY23: 589 million). Other significant revenue streams included Arrastre services which was reported at PKR 3,221.1 million (CY24: PKR 2,589 million, 5MCY23: PKR 1,926 million) and Storage revenue stood at PKR 2,059.0 million (CY24: PKR 2,189 million, 5MCY23: PKR 1,306 million). Other revenue segments include ports handing charges and services provided to refrigerated containers reporting at PKR 1,511 million (CY24: PKR 1,268 million, 5MCY23: PKR 1,218 million) and PKR 550 million respectively (CY24: PKR 555 million, 5MCY23: PKR 315 million). Notably, the company’s entire revenue base is within Pakistan, and all sales are conducted through direct channels rather than a dealer network.

The Company demonstrated strong and improved profitability over the period. Gross profit margin, while moderating slightly from 53.0% in 5MCY23 to 43.8% in CY24, recovered to 47% in CY25, underpinned by operational efficiencies and the terminal's cost-pass-through arrangements. Whereas, gross profit margin is projected to be reported at 55.5% during CY26. Operating profit margin remained healthy at 34.2% in CY25 (CY24: 31.4%; 5MCY23: 42.6%), while net profit margin stood at 19.3% in CY25 (CY24: 20.7%; 5MCY23: 22.3%). The absolute net profit grew from PKR 1,598 mln in 5MCY23 to PKR 2,254 mln in CY24 and PKR 2,489 mln in CY25, reflecting sustained earnings quality. Return on equity remained robust at approximately 31% in CY25, supported by strong asset utilization.

KGTL’s long-term sustainability is anchored in its 25-year concession, with an option to extend the term for a further 25 years, continued technical support from the sponsor, and structurally strong demand for bulk imports in Pakistan. Ongoing capital investment aimed at capacity enhancement is expected to further strengthen throughput capabilities and operational efficiency. The company's business model anchored in a long-term lease of strategic port infrastructure in Karachi provides inherent revenue visibility and underpins the long-term sustainability of cash flows. This indicates a strong capacity to meet financial commitments. However, maintaining this strength post-expansion will be increasingly important as leverage rises.

The working capital profile of the company remained broadly manageable, though the cycle lengthened modestly in CY25. Net working capital days increased to approximately 14 days in CY25 from around 6 days in CY24 and about 4 days in 5MCY23, driven primarily by a higher receivables balance. Trade receivables stood at PKR 812 mln in CY25 (CY24: PKR 589 mln; 5MCY23: PKR 809 mln). The current ratio was reported at 1.6x in CY25 (CY24: 2.44x; 5MCY23: 2.53x). 

Debt service capacity remained adequate over the review period. EBITDA improved to PKR 4,947 million in CY25 (CY24: PKR 3,610 million; 5MCY23: PKR 4,136 million), reflecting the company's strengthening operational performance. Consequently, the EBITDA-to-finance cost coverage ratio stood at 4.8x in CY25 (CY24: 2.84x; 5MCY23: 7.23x), with the trough in CY24 attributable to elevated finance costs driven by a higher average borrowing rate during that year. On the cash flow side, FCFO increased to PKR 2,932 million in CY25 (CY24: PKR 2,342 million; 5MCY23: PKR 3,538 million), while finance costs declined to PKR 1,041 million (CY24: PKR 1,273 million; 5MCY23: PKR 572 million), resulting in an FCFO-to-finance cost ratio of 2.8x in CY25 (CY24: 1.84x; 5MCY23: 6.18x).

The company's capital structure reflects a significant reliance on related-party borrowings to fund its infrastructure base. Total borrowings of the Company were reported at PKR 1,755 mln as of CY25 (CY24: PKR 1,987 mln; 5MCY23: PKR 1,805 mln), comprising entirely of long-term borrowings (largely lease liabilities) with no short-term running finance facility utilized. In addition, borrowings from related parties stood at PKR 6,049 mln in CY25, (PKR 7,046 mln in CY24 and PKR 8,637 mln in 5MCY23), highlighting the group's role as a key funding source. The company maintains a highly leveraged capital structure at 54.7% during CY25 (CY24: 48.4%, 5MCY23: 58.7%). Shareholders' equity stood at PKR 6,465 mln in CY25 (CY24: PKR 9,612 mln; 5MCY23: PKR 7,357 mln). The Company has planned expansion comprising dredging, berth extension, and procurement and upgradation of machinery and equipment. As commercial debt is progressively drawn down, overall leverage is expected to increase; however, sponsor loans remain contractually subordinated to senior commercial debt, providing structural protection to external lenders, and projected cash flows are assessed to provide adequate coverage for total debt obligations.