Mega Conglomerate (Pvt.) Limited (‘Mega’ or ‘the Company’) was incorporated in Pakistan in 2010 as a private limited company under the Companies Ordinance, 1984 (now the Companies Act, 2017). Established as a holding company, Mega was formed to maintain controlling interests in its subsidiaries, providing centralized strategic direction while enabling each entity to operate independently across diverse sectors. The Company also holds strategic stakes in various associates to broaden its portfolio and enhance financial stability. This structure allows Mega to manage risk effectively, earn returns through dividends or profit participation, and retain the flexibility needed for future expansion in line with its long-term objectives. Currently, Mega’s investments are primarily focused on the energy, real estate, dairy, automobile and fintech sectors.

Mega, as the holding company, heads a group comprising both subsidiaries and associates. Its wholly owned subsidiaries include Mega Foods (Pvt.) Ltd. (MF), which holds a 56% stake in Haleeb Foods Limited, a producer of dairy and food products, and G4 Mega Pakistan (Pvt.) Ltd., which owns Imperial Developers and Builders (Pvt.) Ltd. (IDBPL). IDBPL has further acquired Karachi Properties Investment Company (Pvt.) Ltd. (KPIC), which owns Hotel Metropole and plans to develop a commercial complex in Karachi. As of FY25, Mega has invested Rs. 2.0 billion in Mega Motor Company (Pvt.) Limited, acquiring a 50% stake. Mega’s associate companies include The Hub Power Company Limited (HUBCO), Pakistan’s largest Independent Power Producer (IPP), in which it holds approximately 19.48%, and PayPro (Pvt.) Ltd., a fintech firm in which it owns 23.08%.The Company’s strategic investment portfolio stands at approximately PKR 28 billion.

As of 2025, Mr. M. Habibullah Khan holds 88% of the Company’s shares, while Mrs. Nusrat Khan holds the remaining 12%, representing full ownership of the Company’s paid-up capital. Mr. Habibullah Khan is the Founder and Chairman of the Mega & Forbes Group.

Mega's ownership structure has remained stable over time, with the majority stake held by the founding sponsors of the Mega & Forbes Group. The shareholders focus on making long-term strategic investments across various sectors through the Company.

Mega & Forbes Group is a diversified conglomerate with strategic investments across several high-growth sectors of Pakistan’s economy. Its portfolio includes the country’s largest container terminal, the third-largest dairy producer, an electric vehicle initiative (BYD–Pakistan), an integrated shipping company, and a progressive real estate developer responsible for one of Pakistan’s L.E.E.D (Leadership in Energy and Environmental Design) certified commercial buildings. The Group also maintains a strong presence in the energy sector through its association with HUBCO. Recently, Mega Motor Company (Pvt.) Limited confirmed that Mega Conglomerate (Pvt.) Limited and HUBCO have each invested 50% in the venture, a joint initiative with BYD Auto Industry Company Limited, aimed at manufacturing and distributing BYD-branded electric vehicles in Pakistan and developing the associated EV charging infrastructure. Under the leadership of Mr. Habibullah Khan, the Group has expanded across multiple industries and established a proven track record of executing projects from initial concept to successful operations.

The Company's financial strength is backed by the Mega & Forbes Group. The sponsors have substantial net worth, enabling them to assist the Company during periods of financial distress. Their equity investments in the Company further highlight their commitment, viability, and financial stability.

Mega's Board comprises four members, consisting of the sponsoring family. Despite being a private limited company, the small size of the Board and the absence of independent oversight suggest there is room for improvement in its governance framework, particularly given its holding structure.

The Board of Mega is chaired by Mr. Habibullah Khan, who brings extensive experience across multiple sectors of the economy, including shipping, container terminals, energy, and construction. He also serves as Chairman on the Boards of other group companies. Mrs. Nusrat Khan serves on the Board of Qasim International Container Terminal / DP World Karachi, one of Pakistan’s leading terminals. Additionally, Mr. Aly Khan and Ms. Aleeya Khan serve as Directors on the Company’s Board.

The Board is supported by its sub-committees: the Audit, Investment, and Compensation Committees. The Board Audit Committee, consisting of four members, is responsible for reviewing group-level information. The Board Investment Committee, composed of five members, evaluates and provides guidance on the Company’s investment performance and potential opportunities. The Compensation Committee, with four members, reviews and recommends policies related to employee development. Each of these committees convened four times during the year and is chaired by Mr. M. Habibullah Khan.

Mega’s external auditor, Muniff Ziauddin & Co., is listed on the State Bank of Pakistan’s panel of auditors in Category ‘A’. The firm issued an unqualified audit opinion on the Company’s unconsolidated financial statements for the fiscal year ended June 30, 2025.

The Company's organizational structure is strengthened by the Group, with all departmental heads reporting to the Group CEO, Mr. Habibullah Khan. The subsidiaries operate with independent management teams and organizational structures. This setup effectively supports the monitoring of subsidiary performance, as well as the development of strategies and policies for the Group as a whole.

Mega's CEO, Mr. M. Habibullah Khan, is the key source of guidance for the Group, bringing over five decades of experience. Mr. Aly Khan, Executive Director, also serves as Chairman of Pioneer Cement Ltd. and Director at Hub Power Company Limited, Haleeb Foods Limited, Qasim International Container Terminal, and is an SECP-certified Director in corporate governance. Mr. Muhammad Aftab Alam, the Group CFO, is a Chartered Accountant with over a decade of experience in financial management.

The management is assisted by Management Committee, comprising CEO, CFO, Head of Investments, Head of HR & Admin, and Head of IT. The Committee met as required and is Chaired by Mr. M. Habibullah Khan.

Mega establishes sound internal control and risk management environment through active monitoring by the Chairman and the Board of Directors. This includes overseeing internal control procedures and ensuring compliance, which helps maintain a balance of power within the organization. The Company also implements performance-based remuneration, aligning incentives with its goals and promoting accountability. These practices enhance the overall effectiveness of the management team, ensuring transparent governance and driving organizational performance. Risk management is primarily handled by the CEO and Head of Investments, who are responsible for setting up investment management frameworks and developing risk management procedures to safeguard the Company's interests.

The Company’s investment decisions are taken by the Investment Committee of Mega and Forbes at Group level.

Currently, Mega adopts a prudent investment strategy by concentrating its investments in a limited number of sectors: Power Generation, Food Products, Automobile and Real Estate. This focused approach not only mitigates risk but also ensures strategic growth within key industries. Additionally, by maintaining exposure to multiple sectors, Mega achieves diversification, which helps balance the potential for growth with the need for stability in its investment portfolio.

The Company currently adopts a flexible approach to investment guidelines, with management convening meetings as needed to collaboratively make investment decisions.

As of FY25, the investment portfolio is strategically diversified across real estate, power, dairy and food, automotive manufacturing, and fintech. It also includes perpetual debt instruments that contribute to steady income streams. This balanced allocation across sectors and asset classes enhances risk mitigation while supporting growth in key areas of the economy.

As of FY25, the Company’s investment portfolio stands at PKR 28.119 billion and comprises both Core and Strategic investments. The Core portfolio includes wholly owned subsidiaries such as Mega Foods (Private) Limited, which holds a 56% stake in Haleeb Foods, and G4 Mega Pakistan (Private) Limited, which focuses on real estate and development projects, reflecting the Company’s diversified asset base. In FY25, the Core portfolio was further strengthened through a PKR 2 billion investment in Mega Motor Company (Pvt.) Limited, enhancing the Company’s footprint in the automotive sector. The Strategic portfolio is anchored by a 19.48% equity interest in Hub Power Company Limited (HUBCO), valued at PKR 24.881 billion, which continues to provide stable, long-term income through power generation. The Strategic portfolio also includes a PKR 60 million investment in PayPro, supporting exposure to the fintech sector. In addition, the Company holds perpetual Term Finance Certificates (TFCs) worth PKR 1,209 million, which contribute to consistent income generation and help mitigate risk. Overall, the well-balanced portfolio demonstrates a deliberate approach to asset allocation, prioritizing income stability from power generation while maintaining diversified investments across food, real estate, fintech, and automotive sectors, effectively reducing concentration risk and supporting sustainable growth across key industries.

The Company’s total investment income for FY25 declined by approximately 21% year-on-year, totaling PKR 3.702 billion compared to PKR 4.711 billion in FY24. This decrease was primarily driven by lower dividend income from HUBCO, which fell to PKR 3.410 billion in FY25 from PKR 4.421 billion in the prior year. Additionally, interest income from non-core investments in unlisted Term Finance Certificates (TFCs) declined to PKR 206 million from PKR 289 million in FY24. The Company recognized PKR 84 million in realized gains from mutual funds during FY25, partially offsetting the decline. Looking ahead, the Company expects to maintain dividend income from its portfolio.

During FY25, the coverage ratio improved significantly to 28.2x (FY23: 3.6x), primarily due to a substantial reduction in finance costs, driven by interest-free, on-demand loans obtained from associated undertakings and the absence of long-term financing. Similarly, the Company’s debt coverage ratio strengthened markedly, rising to 25.3x in FY25 from 3.0x in FY24.

During FY24, the Company issued share capital of PKR 3 billion, raising the ordinary share capital from PKR 1.2 billion to PKR 4.3 billion, which remained unchanged in FY25. Equity was further strengthened by a turnaround from an unappropriated loss of PKR 1.6 billion in June 2022 to an unappropriated profit of PKR 8.8 billion in June 2025. Total borrowings decreased slightly to PKR 16.1 billion in FY25 from PKR 17.2 billion in FY24, primarily consisting of related party exposures. During FY25, the Company had no short-term borrowings, which contributed to a decline in the leverage ratio to 26.3% as of June 2025, compared to 39.8% in June 2024. However, as the investment portfolio continues to expand, additional debt at the group level may emerge in the future.

Mega Conglomerate (Private) Limited consolidated revenue stood at PKR 22.850bln with a net profit of PKR 9.27bln during FY25. The consolidated equity base stood at PKR 62.759bln as at FY25.