Ghandhara Tyre and Rubber Company Limited (formerly known as The General Tyre and Rubber Company of Pakistan Limited), hereinafter referred to as 'the Company' or 'GTR', was incorporated in Pakistan on March 7, 1963, as a private limited company under the Companies Act, 1913, and was subsequently converted into a public limited company. The Company is registered and headquartered at H-23/2, Landhi Industrial Trading Estate, Landhi, Karachi, Pakistan. GTR is listed on the Pakistan Stock Exchange under the ticker symbol GTYR. As of June 30, 2025, the Company has a total of 121.933 million shares outstanding held by 5,466 shareholders, with a free float of ~40% of total shares.

The Company was originally established by General Tire International Corporation (GTIC) of the United States in 1963, commencing production in 1964 from a manufacturing plant situated on a 25-acre plot in Landhi, Karachi, with an initial annual production capacity of ~120,000 tyres. The founding investment underpinning the plant construction was valued at USD 4 million. A significant ownership transition took place in 1977 when GTIC divested ~90% of its shareholding to Bibojee Services (Private) Limited, marking the effective transfer of sponsorship to domestic institutional hands. The Company was subsequently listed on the Karachi Stock Exchange in 1982, further broadening its shareholder base. Over the ensuing decades, GTR pursued organic capacity expansions progressively scaling its production capability well beyond its original founding levels. A further milestone in the Company's corporate evolution was its renaming from The General Tyre and Rubber Company of Pakistan Limited to Ghandhara Tyre and Rubber Company Limited, reflecting its transition to fully domestic ownership identity. The Company entered into a technical collaboration arrangement with Shandong Huasheng Rubber of China, providing access to international manufacturing standards and product development expertise.

The Company is one of Pakistan's leading tyre manufacturers and the only local producer of Passenger Car Radial (PCR) tyres, catering to approximately 75% of the domestic OEM demand in this segment. The Company manufactures and markets a diversified range of tyres, including radial tyres for passenger cars, light commercial vehicles (LCVs), vans, jeeps, pickups, and buses, alongside bias (cross-ply) tyres for trucks, tractors, rickshaws, and motorcycles. This diversified product portfolio enables the Company to serve both the original equipment manufacturer (OEM) and replacement markets. The Company operates an integrated manufacturing facility in Karachi with an installed production capacity of approximately 2.8mln automotive tyres per annum, while its motorcycle tyre plant has an annual production capacity of around 1.6mln tyres. Supported by a well-established nationwide distribution network and long-standing technical collaboration with a foreign technology partner, GTR continues to focus on product quality, manufacturing efficiency, and technological advancement. Operations remain predominantly driven by the domestic market, with exports constituting a relatively small share of total sales. The Company's customer base comprises leading original equipment manufacturers (OEMs), including Pak Suzuki Motors, Honda Atlas Cars, Indus Motor Company, and Al-Ghazi Tractors, alongside an established presence in the replacement market through its nationwide dealer network. During FY25, production stood at ~2mln tyre sets. Going forward, efficient capacity utilization, sustained demand from both OEM and replacement segments, and the Company's ability to maintain competitiveness amid evolving industry dynamics and imported tyre competition will remain key determinants of its operational performance.

The Company's shareholding structure is anchored by two principal institutional sponsors. Bibojee Services (Private) Limited holds ~27.8% of the total issued shares, while Pakistan Kuwait Investment Company (Private) Limited holds ~30% of the total issued shares. Together, these two sponsors collectively hold ~57.8% of the Company's outstanding shares as of June 30, 2025. The remaining ~40% of shares constitute the public free float, held across ~5,466 shareholders as of June 30, 2025. There is no disclosed foreign shareholder holding a significant direct stake beyond the institutional sponsors. The effective strategic decision-maker at the sponsor level resides with Bibojee Services (Private) Limited, which holds management control and board chairmanship through its nominee directors.

The current sponsorship arrangement has been in place since 1977, when Bibojee Services (Private) Limited assumed the majority stake from the original founder, General Tire International Corporation. The ownership structure has remained substantively unchanged since that transition, reflecting a high degree of continuity and stability. Pakistan Kuwait Investment Company (Private) Limited has maintained its ~30% shareholding over an extended period, reinforcing the stability of the institutional ownership base. No material ownership disputes, share pledge arrangements, or forced divestiture events have been disclosed. The combined sponsor holding of ~57.8% provides a controlling majority that insulates the Company from hostile changes in strategic direction.

Bibojee Services (Private) Limited is a conglomerate with diversified interests across Textile, Automobile, Insurance, Tyres and Rubber, and Construction sectors, demonstrating broad industrial and commercial management capability. Under the stewardship of the current sponsors, the Company has evolved from a nascent manufacturer with a capacity of ~120,000 tyres per annum at inception to a multi-segment producer with aggregate annual capacity of ~4.4 million tyres. The achievement of the sole domestic PCR producer status and sustained OEM relationships reflect the sponsors' ability to direct strategic growth and navigate a competitive manufacturing environment. Pakistan Kuwait Investment Company (Private) Limited, as a state-owned joint venture between the Government of Pakistan and the Government of Kuwait, brings institutional credibility and governance depth.

Bibojee Services (Private) Limited maintains strategic equity interests across sectors including Textile, Insurance, Automobile, and Construction, underpinning a diversified group financial base. Pakistan Kuwait Investment Company (Private) Limited holds ~30% shares in Meezan Bank Limited, ~30% in Al-Meezan Investment Management Limited, and ~17.6% in National Clearing Company of Pakistan Limited, reflecting a portfolio of strategic financial sector investments. The combined financial depth of the two sponsors provides a credible backstop for the entity, and their sustained multi-decade commitment to the Company's equity base is indicative of willingness to support the enterprise through varied economic cycles.

The Board of Directors comprises 10 members as of 9MFY26, including three independent directors (one of whom is a female), six non-executive directors, and one executive director. The Board is chaired by Lt. Gen. (Retd.) Ali Kuli Khan Khattak, while management control rests with Bibojee Services (Pvt.) Ltd., the Company’s principal sponsor.

Lt. Gen. (Retd.) Ali Kuli Khan Khattak, Chairman of the Board, brings extensive leadership experience and strategic insight, particularly within the automotive and allied industries. The Company's Chief Executive Officer and Executive Director, Mr. Hussain Kuli Khan, holds a degree in Business Administration from Gettysburg College, USA, and possesses over 26 years of industry experience, complemented by technical training at Continental AG, Germany. The Board is further supported by experienced professionals from diverse backgrounds, including finance, corporate strategy, and industrial operations. Notably, Mr. Ahmad Kuli Khan Khattak brings over 25 years of experience in the automotive sector and serves on the boards of several associated companies, while Mr. Muhammad Kuli Khan Khattak contributes significant business and industry expertise. The Board's oversight is further strengthened by the presence of three independent directors, including Mrs. Nazia Qureshi, fostering a balanced governance framework and reinforcing sound corporate governance practices.

The Board maintains an effective oversight and control framework through its constituted sub-committees, which discharge their respective mandates on a regular basis. The Audit Committee provides oversight of financial reporting integrity, internal audit findings, and related-party transactions, ensuring that management disclosures are subject to independent scrutiny. The Human Resource and Remuneration Committee supports governance of executive compensation and personnel policies. The formal separation of the Chairman and CEO roles ensures that board oversight of management is structurally independent. Meeting proceedings are documented with maintained minutes, reflecting procedural discipline in governance conduct.

An effective Internal Audit department reporting to the Audit Committee is in place. The External Auditor of the Company are M/s ShineWing Hameed Chaudhri & Co - Chartered Accountants. They expressed an unqualified opinion on the financial statements of the Company for the period ended June 30th, 2025.

The Company has a comprehensive organizational structure with clearly defined departmental responsibilities and hierarchical reporting lines. The Chief Executive Officer (CEO) leads the organization, supported by departmental heads overseeing key functions including Sales & Marketing, Finance & Accounts, Operations & Manufacturing, Supply Chain, Information Technology, Internal Audit, Human Resources, and Legal & Corporate Affairs. Each department operates under its respective leadership with direct reporting to the CEO, ensuring streamlined communication, operational discipline, and alignment with the Company’s strategic objectives.

Mr. Hussain Kuli Khan, Chief Executive Officer of the Company, possesses over 25 years of industry experience. He holds a degree in Business Administration from Gettysburg College, USA, and has undergone six months of technical training at Continental AG's tyre manufacturing facilities in Europe. He is supported by a team of experienced professionals across key functional areas, ensuring effective operational and financial oversight. Mr. Amjad Waqar recently assumed the position of Chief Financial Officer (CFO) and brings over 22 years of professional experience in finance and corporate management. Mr. Muhammad Maaz Iqbal serves as the Chief Human Resources Officer, with approximately 18 years of experience in human resource management, while Mr. Ather Ali Khan serves as the Company Secretary, overseeing corporate governance and regulatory compliance. The experienced management team provides continuity in operations and supports the Company's strategic objectives.

The management committee is headed by CEO, Mr. Hussain Kuli Khan. The committee also includes the Chief Financial Officer, Executive Director Works, Executive Director Corporate Service & HR and Executive Director Marketing. Further, different departments’ heads are responsible for ensuring smooth running of their relevant departments.

The Company has implemented an all-in-one SAP ERP system comprising nine modules to support its operational and financial processes. The system is utilized across key functional areas, enabling integrated information management and standardized reporting. In addition, the Company has established a comprehensive business continuity plan, encompassing risk assessment procedures and disaster recovery policies. The framework is intended to facilitate business continuity by outlining response mechanisms for potential operational disruptions and supporting the timely recovery of critical business functions.

An independent Internal Audit department is operational within the Company, reporting directly to the Audit Committee of the Board, thereby maintaining structural independence from executive management. This department plays a central role in evaluating compliance with internal policies, assessing control effectiveness across business units, and providing the Audit Committee with independent assurance on governance matters. The Company's control framework is supported by clearly demarcated departmental responsibilities and the SAP-based MIS infrastructure, which facilitates audit trails and transactional controls. No material regulatory penalties or enforcement actions have been disclosed in the reviewed reporting periods.

The domestic tyre industry remained on a recovery trajectory during FY26, supported by improving macroeconomic fundamentals and a gradual normalization of automotive demand. Easing inflation, a more stable exchange rate, and successive reductions in policy rates improved purchasing power, revived consumer financing, and encouraged higher transportation and commercial activity. These developments translated into stronger demand across most vehicle categories, providing a more favorable operating environment for local tyre manufacturers following the challenging conditions experienced over the preceding two years. The industry's demand profile remains fundamentally supported by the replacement market, which accounts for nearly four-fifths of total tyre consumption, while the remaining demand originates from original equipment manufacturers (OEMs). This demand mix provides a degree of resilience, as replacement demand is driven primarily by the existing vehicle fleet rather than new automobile sales, thereby mitigating the cyclicality associated with vehicle production. Pakistan's tyre manufacturing industry generated estimated revenues of ~PKR 149.9 billion during FY25, compared with PKR 141.9 billion in SPLY, representing annual growth of ~5.6%. The recovery followed a significant contraction recorded in FY23, when elevated financing costs, severe foreign exchange constraints, import restrictions, and production stoppages across automobile assemblers materially weakened sector activity. Despite the improvement in revenue generation, manufacturing capacity remained underutilized. Rated industry participants collectively possess installed production capacity of ~39.9 million tyres annually; however, average utilization remained around 64% as of FY25, reflecting persistent competition from imported tyres, particularly within passenger vehicle and light commercial vehicle categories. Demand indicators during FY26 remained encouraging, especially across the segments served by the Company. Data published by the Pakistan Automotive Manufacturers Association (PAMA) shows that motorcycle and three-wheeler sales increased by ~30% during FY26 to around 1.97 million units, compared with ~1.51 million units during the corresponding period of the previous year. Given that motorcycles constitute the largest contributor to domestic tyre volumes, this growth provides meaningful support to industry demand. Likewise, truck and bus sales expanded by ~63% over the same period, reaching 15,863 units versus 9,676 units a year earlier, reflecting improving freight movement, higher logistics activity, and continued momentum in infrastructure-related projects. Conversely, tractor sales declined by ~1.3% to 28,791 units during FY26, indicating relatively subdued agricultural investment and weaker demand for mechanization. However, this segment represents a comparatively smaller portion of overall tyre demand and is therefore expected to have only a limited impact on the industry's aggregate performance. Despite the favorable demand dynamics, profitability within the tyre industry remains closely linked to imported raw material costs. Approximately three-quarters of manufacturing expenses are attributable to raw materials, including natural rubber, synthetic rubber, carbon black, steel cord, tyre fabric, and specialty chemicals. These inputs are imported largely from China, Malaysia, Thailand, Ivory Coast, and other African sourcing markets, making the industry's cost structure inherently sensitive to international commodity prices and movements in the PKR/USD exchange rate. Consequently, maintaining exchange rate stability remains an important determinant of earnings and margin sustainability for domestic manufacturers.

GTR maintains an established presence in Pakistan's four-wheeler tyre segment, supported by its long-standing manufacturing expertise and diversified product portfolio. The Company remains the only domestic manufacturer of Passenger Car Radial (PCR) tyres and has also built a strong position in the tractor tyre segment. Its four wheeler portfolio further encompasses Light Truck/Bus (LTB) and SUV tyres, enabling it to cater to a broad spectrum of automotive and agricultural applications. In the two- and three-wheeler tyre segment, the Company currently holds a modest market share but continues to strengthen its market presence through ongoing product and distribution initiatives. GTR is also intensifying its focus on the replacement market (RM) while maintaining long-standing relationships with original equipment manufacturers (OEMs), supporting a balanced revenue mix across both channels.

During 9MFY26, the Company reported a topline of PKR ~12,132mln. Revenue declined by ~13.3% to PKR ~17,800mln in FY25, compared to PKR ~20,539mln in FY24, primarily reflecting subdued demand and competitive market dynamics. The Company's production mix remained concentrated in Passenger Car Radial (PCR) and Motorcycle tyres, which accounted for 43.1% and 42.6% of total production, respectively. The remaining production comprised Light Truck Radial Tyres (5.3%), Farm Rear Tyres (3.2%), Farm Front Tyres (2.7%), Light Truck Bias Tyres (2.4%), and Truck/Bus Bias Tyres (0.8%). Collectively, PCR and Motorcycle tyres represented 85.7% of total production, underscoring the Company's strategic focus on its core, high-volume product segments.

The Company's profitability margins deteriorated during 9MFY26, with the gross profit margin declining to 12.1% from 12.8% in FY25 and 16.0% in FY24, indicating higher cost pressures relative to revenue generation. Likewise, the net profit margin weakened to -2.8% 9MFY26, compared with -2.1% in 9MFY25 and 1.1% in 9MFY24, reflecting the combined impact of compressed gross margins, elevated finance costs, and increased pressure on overall profitability.

The Company's strategic focus on increasing export volumes, strengthening its presence in the SUV OEM segment, and expanding its replacement market dealer network provides clear avenues for revenue diversification and long-term growth. Management is also evaluating the expansion of its passenger vehicle tyre portfolio by extending manufacturing capabilities to produce SUV tyres ranging from 18 to 22 inches, enabling the Company to cater to the growing demand for higher-specification vehicles. On the export front, the Company aims to deepen its footprint in the Middle East while further strengthening its position in the U.S. market through the attainment and maintenance of Department of Transportation (DOT) certification, which supports access to export opportunities. In addition, the ongoing expansion of the Company's solar energy project represents a tangible step towards reducing energy cost exposure, enhancing conversion cost efficiency, and improving overall operating margins over the medium term.

The Company's working capital cycle lengthened during 9MFY26, with gross working capital days increasing to 227 days, compared to 196 days in FY25 and 147 days in FY24, primarily reflecting higher inventory and receivable holding periods. Consequently, net working capital days rose to 177 days in 9MFY26, from 149 days in FY25 and 106 days in FY24, indicating relatively slower cash conversion and increased working capital requirements. While the increase in working capital days warrants continued monitoring, maintaining efficient inventory and receivable management will remain important to contain reliance on short-term borrowings and preserve financial flexibility.

Coverage indicators continued to weaken, with FCFO-to-finance cost declining to 1.1x in 9MFY26 from 1.6x in the corresponding period last year (FY25: 1.2x; FY24: 1.7x). The persistent erosion in coverage is primarily attributable to the continued decline in the Company's free cash flows from operations (FCFO), which fell to PKR ~932mln in 9MFY26 (FY25: PKR ~1,634mln; FY24: PKR ~2,713mln). This deterioration occurred despite a reduction in finance costs following the easing of interest rates, indicating that weaker operating cash generation more than offset the benefit of lower borrowing costs. Sustained pressure on cash flow generation may continue to constrain debt servicing capacity and remains a key consideration for the Company's financial risk profile.

The Company’s capital structure remains leveraged, with total borrowings of PKR ~9,498 million as of (FY25: PKR ~9,088 million). The gearing ratio rose slighty to ~59.8% in 9MFY26 (FY25: ~57.4%), largely due to short-term debt, which makes up ~95.9% of total borrowings (FY25: ~94.7%). The predominance of short-term financing reflects the Company's working capital-intensive operations and exposes it to refinancing and interest rate risks. Going forward, prudent working capital management and a gradual reduction in reliance on short-term debt will remain important for improving the Company's financial risk profile