Karachi Gateway Terminal Multipurpose (Private) Limited (KGTML) is a private limited company incorporated in Pakistan on October 18, 2023 under the Companies Act, 2017. The Company operates as a wholly owned subsidiary of Bulk Terminal and Investment Limited, which ultimately forms part of Abu Dhabi Ports Company PJSC (AD Ports Group), listed on the Abu Dhabi Securities Exchange (ADX: ADPORTS). KGTML has been established as a special purpose vehicle to undertake terminal operations under a long-term concession arrangement. The registered office is located at East Wharf, Karachi Port, with a liaison office in Lahore.

KGTML’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. In February 2024, AD Ports Group a majority shareholder, along with Kaheel Terminals, a UAE-based company, entered into a 25-year concession agreement with Karachi Port Trust (KPT) for the development, operation, and management of the bulk and general cargo terminal at Karachi Port starting from 08-Feb-2024. This concession complements AD Ports Group’s earlier entry into Pakistan in June 2023 through Karachi Gateway Terminal Limited (KGTL). Together, these parallel concessions represent a combined investment commitment of approximately USD 100 million. 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. KGTML specifically targets the bulk and general cargo segment, driven by Pakistan’s structural import demand for commodities such as coal, fertilizers, clinker, grains, and steel, positioning the Company within a critical segment of the country’s supply chain.

KGTML operates a multipurpose terminal at Berths 11–17 on the East Wharf of Karachi Port. The concession grants the Company exclusive rights to handle clean bulk cargo and preferential rights over other cargo streams at the port. The Company’s operations encompass terminal infrastructure development, cargo handling, stevedoring, storage, and ancillary port services. The terminal is capable of handling a diverse cargo mix including clean bulk and general cargo. The terminal currently has an operational capacity of approximately ~10 million tons per annum (MTPA). Revenue is generated through a tariff-based structure, including cargo handling charges, storage fees, vessel-related charges, and ancillary services, with revenues linked to cargo volumes and trade flows. A significant expansion initiative is underway through a dredging project awarded to Van Oord, aimed at increasing vessel handling capacity from 60,000 DWT to 120,000 DWT. Upon completion of the broader capital investment program, terminal capacity is expected to increase to ~18 MTPA over the medium term. Operational ramp-up since commencement has been strong, supported by technical backing from the parent group.

KGTML is wholly owned (100%) by Bulk Terminal & Investment Limited (BTIL), its immediate corporate sponsor. BTIL has a 60% stake held by AD Ports Group and a 40% stake held by Kaheel Terminals, 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 ownership structure has remained unchanged since incorporation.

The ownership structure reflects a high degree of stability, supported by the 25-year concession period, which aligns the sponsor’s investment horizon with long-term operational objectives. 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 KGTL, underscores its long-term presence in the market and mitigates exit risk.

KGTML benefits from the extensive technical and operational 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. Operationally, KGTML has demonstrated strong execution, achieving rapid scale-up and capturing a significant share of bulk and general cargo volumes at Karachi Port. Sponsor expertise in concession management and stakeholder coordination further strengthens operational effectiveness.

The sponsor’s strong financial profile, underpinned by its sovereign linkage, provides considerable financial flexibility. 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 two directors, both representing the corporate sponsor, Bulk Terminal & Investment Limited, ensuring strong alignment with sponsor interests and strategic direction. Since incorporation in October 2023, the Board has demonstrated full attendance, reflecting active engagement and commitment at the governance level. While the Board has held one meeting during FY2025, the current structure is consistent with the entity’s early stage of operations. 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. 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.

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. Both directors have been associated with the KGTML Board since its inception and collectively form a cohesive oversight team for the current stage of the company's development. The Board's profile is expected to be augmented as the company scales and the governance framework matures in line with corporate governance guidelines.

Board effectiveness is supported by a clear sponsor-driven strategic direction, as reflected in key decisions such as capacity expansion initiatives and the execution of major capital projects. Close coordination with the adjacent KGTL terminal further enhances alignment and operational integration, contributing to overall efficiency and coherence in operations.

The Company maintains a satisfactory level of financial transparency, commensurate with its private limited status. Annual financial statements are prepared in accordance with IFRS as adopted in Pakistan, audited by Yousuf Adil, Chartered Accountants, a firm 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). The audited accounts for CY2025 present a true and fair view of the Company’s financial position. 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.

KGTML operates under an integrated management structure alongside its sister company, KGTL, with a single CEO overseeing both terminals. This shared model enables operational synergies in vessel scheduling, staff deployment, and commercial coordination. The organizational setup includes functional heads across operations, commercial, finance, human resources, and compliance, supported by the broader institutional capabilities of AD Ports Group. Technical and operational expertise is further reinforced through Noatum Ports, while Maqta Gateway provides digital infrastructure for cargo tracking, documentation, and stakeholder integration, enhancing operational efficiency.

The Company is led by CEO Khurram Aziz Khan, who brings extensive experience in port operations, infrastructure development, and logistics within AD Ports Group. He has played a central role in establishing and scaling operations at Karachi Port, including the development of both KGTML and KGTL. The senior management team is further strengthened by CFO Faisal Mahmood, a qualified chartered accountant with substantial experience in financial management, audit, and corporate finance. 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. Overall, the management team demonstrates strong execution capability, evidenced by rapid operational ramp-up, implementation of key initiatives such as the dredging project, and the introduction of feeder services linking Karachi with regional ports. Staff capability development is supported through Group-level training frameworks and exposure to international best practices via Noatum Ports.

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. At the entity level, structured approval hierarchies, segregation of duties, and standardized vendor management procedures support effective operations. Financial reporting is independently audited on an annual basis, complemented by periodic reviews from the Group’s internal audit function. Risk management, including operational assessments and concession compliance, is integrated into regular management reporting.

Karachi Port Trust (KPT) is Pakistan’s primary seaport, functioning as the country’s main trade gateway with handling capacity exceeding 125 million tons of cargo and ~4.25 million TEUs. Current operational capacity includes ~40.2 million tons for dry cargo and ~11.4 million tons for liquid bulk, alongside container handling capacity of ~2.27 million TEUs across its terminals. Cargo handling at KPT encompasses the movement, storage, and transfer of goods across maritime and inland logistics networks, playing a central role in facilitating international trade. The Port continues to expand through partnerships with global operators, including AD Ports Group, to enhance operational efficiency and capacity utilization. The sector is transitioning toward a concession-based model, attracting international players such as AD Ports Group, Hutchison Ports, ICTSI, and CMA CGM. These frameworks provide long-term revenue visibility, tariff certainty, and operational exclusivity, supporting stable cash flows. While partly cyclical, this trend indicates potential upside for terminal operators.

KGTML holds a dominant position in the bulk and general cargo segment at Karachi Port, with an estimated market share of ~83%, supported by its scale, infrastructure, and strong sponsor backing. Under its 25-year concession with KPT, the Company benefits from exclusive rights to handle clean bulk cargo, along with a right of first refusal on other cargo, further strengthening its competitive position. The remaining share is held by PIBT (~14%) and FAP (~3%) at Port Qasim. 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. In contrast, Port Qasim terminals are relatively distant from core markets. KGTML also leverages strong commercial linkages through AD Ports Group and its multipurpose handling capability, enhancing flexibility and customer diversification.

KGTML reported gross revenues of PKR 13,934 million in CY25, with net revenues of PKR 12,094 million (after discounts and adjustments), reflecting a 26.2% increase from PKR 9,583 million in 11MCY24. Revenue growth is driven by higher cargo throughput, tariff adjustments, and continued operational ramp-up. All revenues are generated domestically, aligned with the Company’s role in facilitating Pakistan’s trade flows. Revenue sustainability is supported by the 25-year concession with KPT, which provides berth exclusivity and a defined tariff framework, ensuring long-term visibility of cash flows. While exposure to macroeconomic factors, including currency movements, import demand, and regulatory changes, remains, the tariff structure offers partial inflation pass-through, mitigating downside risks.

KGTML’s profitability reflects the capital-intensive yet operationally leveraged nature of terminal operations. Margins improved in CY25, with gross margin increasing to 37.7% (11MCY24: 34.4%) as revenue growth (26.2%) outpaced cost growth (20.0%). Similarly, EBIT margin strengthened to 31.3% (11MCY24: 28.4%), supported by controlled growth in administrative expenses. EBITDA stood at approximately PKR 4,075 million, translating into a healthy margin of ~33.7%, indicative of strong cash generation. Free cash flows from operations (FCFO) improved to PKR 2,505 million (11MCY24: PKR 2,312 million), despite higher tax outflows. Net profitability also strengthened, with net margin rising to 16.3% (11MCY24: 13.7%), driven by volume growth and operating efficiencies. Overall, the margin profile reflects improving scale efficiencies and a robust, cash-generative business model.

KGTML’s long-term sustainability is anchored in its 25-year concession, 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. Demand fundamentals remain favorable, supported by energy imports, agricultural requirements, and industrial activity. Cash flow generation is currently robust relative to existing debt obligations, indicating a strong capacity to meet financial commitments. However, maintaining this strength post-expansion will be increasingly important as leverage rises. A degree of concentration risk persists due to reliance on clinker exports and steel coil imports. While management does not consider this an immediate concern, given expected cargo diversification, these segments remain sensitive to macroeconomic conditions and policy developments. Accordingly, volumes may exhibit some variability over time in line with broader economic and industrial dynamics.

KGTML maintains a strong liquidity profile, supported by the nature of terminal operations which enable relatively quick cash realization. As of December 2025, current assets stood at PKR 5,122 million against current liabilities of PKR 2,205 million, resulting in a healthy current ratio of 2.32x (11MCY24: 3.03x). The slight decline is attributable to dividend payables and higher accrued liabilities, partially offset by increased receivables in line with business expansion. Cash and bank balances of PKR 3,082 million form the largest component of current assets, reflecting robust liquidity. Despite significant financing outflows, including loan repayments and dividend payments, cash levels remain strong, supported by solid operating cash flows. The working capital cycle remains efficient, with modest elongation reflecting scale-up rather than weakening collections.

Coverage metrics reflect a strong and improving debt servicing capacity. Free cash flows from operations (FCFO) increased to PKR 2,505 million (11MCY24: PKR 2,312 million), supporting an interest coverage of 3.30x and EBITDA coverage of 5.37x, indicating comfortable headroom over financing obligations. Core operating coverage (FCFO to finance cost plus current maturities) also improved to 1.37x (11MCY24: 1.33x), reflecting a strengthening repayment capacity. The Company’s concession framework, granting exclusive rights to handle clean bulk cargo along with a right of first refusal on other cargo at the port, supports stable cash flow generation and underpins coverage strength. Going forward, coverage metrics may moderate following the planned expansion and associated local borrowing, which could increase finance costs. However, this impact is expected to be mitigated by higher throughput and FCFO generation upon successful execution of the capacity enhancement initiatives.

KGTML’s capital structure reflects a concession-based infrastructure model, financed through a mix of sponsor equity and related-party debt. Total assets stood at PKR 15,979 million as of December 2025, with equity of PKR 6,637 million supported by accumulated reserves and retained earnings, despite dividend payouts during the year. Total borrowings declined to PKR 6,915 million (11MCY24: PKR 7,881 million), comprising entirely related-party loans, with no reliance on external debt. As a result, leverage improved to 51.0% (11MCY24: 53.2%), indicating a gradual deleveraging trend. Going forward, the capital structure will expand in line with ongoing capacity enhancement initiatives, particularly the dredging project aimed at increasing handling capacity. As per management, the financing mix is likely to shift towards a higher debt component (approximately 80:20 debt-to-equity). The planned two-phase expansion, has already seen substantial progress, with Phase I financial close largely achieved and approximately PKR 11–11.5 billion in long-term debt secured, while a similar scale is envisaged for Phase II. Although this may lead to an increase in leverage, the associated risks are expected to be mitigated by higher throughput and improved cash flow generation upon successful execution.