PACRA Rating Report Engro Corp August 2010

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    The Pakistan Credit Rating Agency LimitedHOLDING COMPANY

    August 2010 www.pacra.com

    RATING REPORT CONTENTS PAGESummary Report 1

    Detailed Report:

    Ratings 2 Profile 2 Ownership 3 Governance 3 Management 5 System and Controls 6 Performance 6 Capital & Funding 9

    ANNEXURES

    Financials I

    Glossary II

    Standard Rating Scale III

    ENGRO CORPORATION LIMITED

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    HOLDING COMPAN

    RATINGS (AUGUST 2010)

    ENGRO CORPORATION LIMITED

    ECL]

    Assigned to Engro Chemical Pakistan Limited

    May May June June May

    2006 2007 2008 2009 2010

    AA

    AA-

    A+

    AA+

    FINANCIALDATAPKR (mln)

    1H10* Dec-09* Dec-08*

    otal Assets 152,699 132,105 80,802

    quity 31,942 29,344 23,548

    ong Term

    orrowings89,244 84,142 40,768

    Current Borrowings 14,329 3,678 4,953

    Net Turnover 33,724 58,152 40,937

    BITDA 6,898 9,018 8,072

    ROE % 10.0 14.9 17.9

    BITDA Interest

    Cover (X)

    4.1 4.1 4.6

    otal Debt/ (Total

    Debt + Equity)76.4 75.0 66.0

    Consolidated figures for Engro Group

    ANALYSTS

    Arsalan Ahmed

    +92 42 35869504

    [email protected]

    hangeer Hanif

    +92 42 35869504

    [email protected]

    TFCS ISSUE

    ECL is in the process of issuing TFCs of

    PKR 4,000mln (including a green shoe

    ption of PKR 2,000mln). The instrument

    will have a tenor of 3 years, carrying fixed

    rofit rate of 14.5% p.a., paid semi

    nnually. The principal payment will be in

    he 3rd year or early through put option. In

    ase put option is exercised the investor will

    ave to pay a service charge of 2% on the

    rincipal. The TFC is secured by way of

    irst ranking floating charge over all the

    resent and future movable properties

    including investments) of Engro

    Corporation Limited but excluding presentnd future trademarks and copyrights of

    ECL and excluding its shares in Engro

    RATING RATIONALE AND KEY RATING DRIVERSThe ratings reflect ECLs articulated corporate center mandate aimed at creating value in excess of

    sum of its parts. The salient features of this mandate include development of a central pool of execu

    management capable of managing independent businesses, designation of a group CEO, strengthe

    of the governance framework with independent directors, and a comprehensive framework

    monitoring the performance of subsidiaries. The ratings incorporate ECLs diversified investmportfolio including a stable, indeed growing, fertilizer presence, wherein business risk is low. Altho

    some ofthe companys subsidiaries are currently in the growth phase, a sustained dividend stream f

    established enterprises supplements ECLs financial profile.These ratings are dependent upon the companys ability to implement a robust mechanism for provi

    strategic guidance to all group companies while maintaining an effective control environm

    Moreover, timely completion of the urea expansion project without significant delays, coupled w

    growth and resultant profitability in other businesses, remains important. Meanwhile, effec

    management of the groups financial risk, especially during the period prior to the planned gradualleveraging, remains critical for the companys ratings.

    ASSESSMENTIncorporated in 1965, Engro Chemicals Pakistan Limited (ECPL) was renamed as Engro Corpora

    Limited (ECL) on January 01, 2010, following a demerger of the fertilizer business to Engro Ferti

    Limited (EFL). All assets/ liabilities of the fertilizer business have been transferred to Engro Fertil

    with Engro Corporation carrying equity investments in subsidiaries and associates at cost. En

    Corporation is now the holding company for all strategic investments including fertilizer operati

    Engro Corporation has irrevocably and unconditionally guaranteed to each secured party, as def

    under the pertinent finance documents, punctual performance by Engro Fertilizer of all its obligatiand undertakes that whenever Engro Fertilizer does not pay any amount when due, it must immedia

    on demand by the inter-creditor agent (National Bank of Pakistan), pay that amount as if it were

    principal obligor in respect of that amount.

    As a holding enterprise, ECL aims to benefit from a more focused approach towards stratmanagement and enhanced governance. The company generates a monthly MIS Dashboarproviding a structured breakdown of information on predetermined key indicators for each group en

    The company has also formulated an Executive Committee (ExCom), comprising Group CEO, Gr

    CFO, Head Human Resource and all designated CEOs of subsidiaries/ associates. ExComs prim

    function is to assess managerial qualities, while augmenting decision-making and consensus building

    ECLs investment book (cost: PKR 25,352mln) include interests in companies engaged in (i) fertili(Engro Fertilizer Limited 100%), (ii) food & allied (Engro Foods Limited 100%, (iii) poproduction (Engro Energy (Pvt.) Limited 95% and Engro Powergen (Pvt.) Limited 100%), commodity export/ import (Engro Eximp (Pvt.) Limited 100%), (v) automation & con

    engineering (Avanceon Limited 63%) (vi) PVC resins (Engro Polymer & Chemicals Limited 5and (vii) Storage (Engro Vopak Terminal Limited50%).

    Engro Fertilizer Limited is currently the second largest producer of urea in the country (~22% asdesigned capacity). EFL, at present, is undergoing expansion (Enven 1.3), with added capacity

    1,300,000tons expected to come online, with some delay, in 4Q10. Engro Foods Limited, engaged in

    manufacture of dairy products, is currently in a growth phase and reported a loss of PKR 179mln

    1H10. Engro Energy Limited, a 217MW combined cycle power plant, initiated commercial produc

    in March 2010, as per the revised plan, posted a profit of PKR 379mln for 1H10. Engro Eximp (P

    Limited, engaged in commodities import/export, reported a profit of PKR 973mln in 1H10. Avanc

    Limited, acquired in 2007, provides process control solutions to industrial units and posted a los

    PKR 94mln in 1H10. Engro Polymer & Chemicals Limited, the only listed investment, has recently

    commissioned its VCM production (backward integration) after a lag due to fire incident in Decem

    The plant is expected to reach its optimum capacity by end-3Q10. The company reported a loss of P

    449mln in 1H10. Engro Vopak Terminals Limited reported a profit of PKR 518mln in 1H10.

    The company envisages continued focus on three core sectors: 1) Fertilizer, 2) Food and 3) Enewhile diversifying into other lucrative business opportunities. The role of ECL will be limited in teof operational decision making but more on the lines of oversight and providing strategic direction

    terms of profitability, the companys income stream would stem from dividends received frominvestments and, therefore, expected to be highly correlated to the performance of group entities

    their ability to generate positive cash flows. Total subsidiary income in 2009 amounted to P

    1,885mln (2008: 2,605mln) emanating from Engro Eximp (Pvt.) Limited (PKR 1,435mln) and En

    Vopak Terminal Limited (PKR 450mln). Going forward, Engro Energy is expected to contri

    towards ECLs dividend income, followed by Engro Fertilizer in 2011. Engro Polymer would fosuit once its VCM plant is completely functional.

    With the issue of TFCs of PKR 4,000mln, ECLs standalone capital structure would experieleveraging. This adds to financial risk profile of the group as its consolidated debt (including short

    debt)has crossed PKR 100bln mark by end-June10 with very high level of gearing. Nevertheless, ma

    with the commissioning of Enven 1.3, the debt is expected to gradually decrease over the medium te

    PROFILE

    Engro Corporation Limited (formerly Engro Chemicals Pakistan Limited) is listed on all three sexchanges of the country. Dawood Group holds a majority stake (~48%) in ECL. ECL has a thirmember board. The chairman of the board is Mr. Hussain Dawood, a well known professional veteran.

    Entity NEW PREVIOUS*

    Long Term AA AA

    Short Term A1+ A1+

    Secured

    TFC I

    PKR4,000mln AA -

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    1.RATINGSVery high credit

    quality

    ENTITY NEW PREVIOUS*

    Long Term AA AA

    Short Term

    TFCsPKR 4,000mln

    A1+

    AA

    A1+

    -

    * Assigned to Engro Chemical Pakistan Limited.

    2.PROFILE

    ECPL renamed asEngro Corporation

    Limted (ECL)

    A diversifiedconglomerate

    Significant fertilizerpresence

    2.1 Incorporated in1965, Engro ChemicalPakistan Limited was

    renamed as Engro

    Corporation Limited

    (ECL) on January 01,

    2010, following a

    demerger of the fertilizer

    business to Engro

    Fertilizer Limted (EFL).

    ECL is listed on all the

    stock exchanges of the

    country. The share price

    movement has been largely consistent with the market trend since the reopening of tradin December 2008. The chart demonstrates ECLs strong capacity to raise sizable capitin times of any contingency, as evidenced in the companys history as well. ECLs heaoffice is located in Karachi.

    2.2 ECL is a holding company mainly responsible for overseeing and managing thperformance of its subsidiaries and associates, covering business interests in fertilizer

    food and commodities, power, engineering, chemicals and storage. In order to facilitat

    the transition towards the holding company structure, the company sought structura

    recomendations from McKinsey & Company; a reputed management consultancy firm

    As a result of the transition, the ECL aims to seek benefit from a more focused approac

    towards strategic management and enhanced governance. The chart below displays ECL

    subsidiaries and joint venture/ associated companies along with the companys ownershiand investment (at cost) in each:

    June June April May May June June May

    2 00 3 2 00 4 2 00 5 2 00 6 2 00 7 2 00 8 2 00 9 2 01 0

    AA

    AA-

    A+

    AA+

    70% 30%

    Engro Foods Supply Chain

    (Pvt.) Ltd.

    100%

    (PKR 523mln)

    Wholly

    owned

    b i d

    i

    Subsidaries

    Engro Powergen Ltd.

    100%

    (PKR 387mln)

    Engro Vopak Terminal

    Ltd. (Joint Venture)

    50%

    (PKR 450 mln)

    Engro Polymer &

    Chemicals Ltd.

    56%

    (PKR 3,651mln)

    Avanceon Ltd.

    63%

    (PKR 382mln)

    Engro Energy Ltd.

    95%

    (PKR 3,040mln)

    Engro Corporation Limited

    as at Jun10

    Engro Foods Ltd.

    100%

    (PKR 6,216mln)

    Engro Fertilizers Ltd.

    100%

    (PKR 10,739mln)

    Engro EXIMP Ltd.

    100%

    (PKR 480mln)

    Engro Management

    Services Ltd.

    100%

    (PKR 2.5mln)

    -

    80

    160

    240

    320

    -

    2,000

    4,000

    6,000

    8,000

    10,000

    12,000

    14,000

    16,000

    Volume(Thousands)

    Stock Price - Volume chart

    Volume (L.H.S.) Closing price (R.H.S.)

    KSE - 100 Linear (Closing price (R.H.S.))

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    38%

    10%

    3%3%

    18%

    28%

    48%

    Shareholding Patternas at Dec09

    Dawood Hercules Chemicals Ltd Associated Companies

    Direct ors & Rela ted Pa rt ie s Pub lic Sect or Co rp ora tio ns

    Financial Institutions Others

    2.3 ECL and its subsidiaries have won numerous awards from the Karachi StocExchange (KSE) and the Management Association of Pakistan. In addition, the compan

    attained 3-Star rating in Environment Performance benchmarking carried out by Britis

    Safety Council as well as Investor Relation Award by the CFA association of Pakistan. I

    addition, Engro is ranked as the top Pakistani company for corporate social responsibilit

    in the first Asian Sustainability Rating 2009.

    3.OWNERSHIP

    Majority owned byDawood Group

    Dawood Groupadiversified business

    group

    3.1 Dawood Group (DG) holds amajority stake in ECL through direct

    and indirect shareholding. DG, a

    distinguished and trusted name in

    Pakistan, traces its origins back to

    almost a century ago. The current

    shareholding pattern of the company

    is shown in the graph.

    3.2 Dawood group is primarilyengaged in the business of fertilizer,

    textiles, technology business and

    insurance. The journey of the group

    started in 1949 with the foundation

    of first group company -

    Lawrencepur Woollen & Textile Mills. The group made inroads into the fertilizer secto

    by setting up Dawood Hercules Chemicals Limited (DAWH) in 1968. DAWH, listed o

    Lahore and Karachi Stock Exchange, has a nameplate capacity of 445,500MT p.a. wit

    approximately 115% capacity utilization at end Dec09. The company manages one of th

    highly recognized brands among fertilizer communityBubber Sher. With the passage o

    time, some other group concernsDawood Cotton Mills Limited, Burewala Textile MilLimited, Central Insurance Company, Dawood Corporation (Pvt.) Limited, and DiloLimited were also founded. In 2004, all the textile companies of the Dawood group wer

    merged in a single entity - Dawood Lawrencepur Limited. During the same year, th

    group also acquired majority stake in Inbox Business Technologies (Pvt.) Limited, a

    information technology firm. The group runs a small brokerage house by the name o

    Elixir Securities Pakistan (Pvt.) Limited.

    4.GOVERNANCE

    Experienced BoDmembers with

    diverse professional

    background

    Four independentdirectors

    Strong committeesstructure

    4.1 ECLs board of directors comprises thirteen members including the CEO. Apafrom the CEO, there is equal representation on the board: four members from the Dawoo

    Group, four from the companys management and four independent directors. Thpertinent details of all board members are given as follows:

    No. Name Key Experience Representative Committees

    1Mr. Hussain Dawood

    [MBANorthwesternUniversity, USA]

    ChairmanEngro Corporation Limited

    ChairmanDawood Hercules Chemicals Limited

    ChairmanPakistan Poverty Alleviation Fund

    DGChairman - Boar

    Compensation

    Committee

    2

    Mr. Samad Dawood

    [BScUniversity CollegeLondon, UK]

    CEODawood Corporation Limited

    ChairmanCentral Insurance Company Limited

    DirectorSui Northern Gas Pipelines Limited

    DG Audit Committe

    3

    Mr. Shahzada Dawood

    [LLB & MA Global Textile

    MarketingUniversity of

    Philadelphia, USA]

    CEODawood Hercules Chemicals Limited

    ChairmanDawood Lawrencepur Limited

    DirectorNational Mines (Pvt.) Limited

    DirectorSach International (Pvt.) Limited

    DGBoard Compensat

    Committee

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    4.2 The board has two committees namely Board Compensation Committee and BoarAudit Committee.

    4.2.1 Board Compensation Committee, comprising four members, is headed by MHussain Dawood. The committee is responsible for decisions relating to performanc

    evaluation, development and succession of CEOs and top Executives. Also, the committeensures human resource policies are aligned to deliver robust talent management proces

    across various Engro Companies while establishing group wide standards /policies.

    4.2.2 Board Audit Committee, comprising four members, is headed by Mr ShabbHashmi. The committee assists the board in fulfilling its oversight responsibilitie

    primarily in reviewing and reporting financial and non-financial information t

    shareholders, systems of internal control and risk management and the audit process. I

    has access to all information from management and can consult directly with the externa

    auditors or their advisors as considered appropriate. The CEO and CFO attend th

    meetings by invitation. The committee also privately meets with the external auditors a

    least once a year. After each meeting, the chairman of the committee reports to the Board

    4Mr. Isar Ahmed

    [FCA & MA Economics]

    Director Strategy and Business - Dawood Hercules

    Chemicals Limited

    Ex Head of Business UnitReckitt Benckiser

    Ex MDHaleeb Foods Limited

    DG Audit Committe

    5Mr. Asad Umar

    [MBAInstitute of BusinessAdministration]

    CEOEngro Corporation Limited

    CEOEngro Fertilizers Limited

    Director State Bank of Pakistan

    DirectorPakistan Institute of Corporate Governance

    Employee -

    6

    Mr. Ruhail

    Mohammad

    [CFA & MBAInstitute ofBusiness Administration]

    Group CFO

    Ex CFOTrans Gulf Finance Corporation

    Ex CEOSigma Leasing (Pvt.) Limited

    Employee -

    7Mr. Khalid Mansoor

    [Chemical Engineer]

    CEOEngro Energy Limited

    CEOEngro Powergen LimitedEmployee -

    8

    Mr. Asif Qadir

    [Chemical EngineerColumbia, USA]

    CEOEngro Polymer & Chemicals Limited

    DirectorEngro Powergen Limited

    DirectorEngro Energy Limited

    Employee -

    9

    Mr. Khalid Subhani

    [Chemical Engineer & MBAUniversity of Berkley,

    USA]

    Designated CEOEngro Fertilizer Limited

    DirectorEngro Polymer & Chemicals Limited

    DirectorEngro Energy Limited

    Employee -

    10

    Mr. Shabbir Hashmi

    [MBAJF Kennedy

    University, USA]

    Private Equity ConsultantActis Assets Limited Independent

    ChairmanAudCommittee

    Board Compensat

    Committee

    11

    Mr. Arshad Nasar

    [MA Economics & PoliticalScience]

    DirectorPakistan Industrial Development

    Corporation

    Ex CEO & chairmanOil & Gas DevelopmentCompany Limited

    Ex MDCaltex Oil Pakistan

    IndependentBoard Compensat

    Committee

    12

    Mr. Ali Ansari

    [BA EconomicsRichmondCollege, UK]

    DirectorNational Clearing Company of PakistanCEODewan Drilling Limited

    Ex CEOAKD Securities

    Ex COOCredit Lyonnais Securities

    Independent Audit Committe

    13

    Mr. Saad Raja

    [MA ManagementLondonBusiness School, UK]

    Asset ManagementIndustrial Bank of Japan Independent -

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    5.MANAGEMENT

    Highly professionalmanagement

    Principal operationcommittees

    5.1 The management of ECL liesin the hands of five executives

    namely Mr. Asad Umar (CEO), Mr.Ruhail Muhammad (Group CFO),

    Mr. Tahir Jawaid (Human Resource

    & Public Affairs), Mr. Naveed

    Hashmi (Corporate Affairs) and Mr.

    Andalib Alavi (General Manager

    Legal).

    5.2 Mr. Asad Umar, CEO, anMBA from the Institute of Business Administration, Karachi, has prior experience of ove

    20 years with Engro Group. He has also previously served on the boards of the Oil an

    Gas Development Company, Karachi Stock Exchange and Pakistan State Oil. Currently

    he is the chairman of all Engro subsidiaries and joint ventures as well as the chairman othe Pakistan Chemical and Energy Sector Skill Development Company. In addition, M

    Umar serves on the board of the State Bank of Pakistan as well as the Pakistan Busines

    Council. He was awarded the Marketing Association of Pakistan Corporate Award o

    Excellence in March 2010. Mr. Ruhail Muhammad, CFA and a MBA in Finance (gol

    medalist) from the Institute of Business Administration, is currently the group CFO a

    well as a member of the boards for all Engro subsidiaries. Ruhail joined Engro Polyme

    and Chemicals Limited in 1998, before which he worked for Sigma Leasing Corporatio

    Limited and TransGulf Finance Corporation. Mr. Tahir Jawaid is responsible fo

    overseeing all human resource activities across ECL as well as its subsidiaries. He holds

    Master of Science in Industrial Engineering from the University of Houston, USA and ha

    previously worked in the US in various capacities for system and design engineerin

    companies. Mr. Naveed A. Hashmi, GM Corporate Audit, joined Engro in 1985 aftehaving worked in the Pakistan Tobacco Company Limited. An MBA from the Institute o

    Business Administration, Mr. Hashmi currently manages the internal audit function of th

    company. Mr. Andalib Alavi is a Bar-at-Law from Lincolns Inn as well as an LLB from

    the London School of Economics, UK. He is responsible for overseeing all legal affairs o

    Engro group companies. Mr. Alavi has prior experience with Surridge & Beecheno an

    Abraham & Sarwana before becoming a part of Engro as a legal advisor in 1992.

    5.3 ECLs quality of management remains its core strength, and is duly recognized foits highly professional and long-term outlook. The top management is highly qualified an

    well experienced in their respective fields. ECL has an annual appraisal process in place

    which assesses employee performance against agreed criteria and identifies trainin

    requirements, if any, to enhance overall standard of performance. At executive leveleadership qualities will be assessed through the Executive Committee (ExCom

    evaluations. ECL maintains its compensation packages in line with the minimum 75

    percentile in the corporate sector of Pakistan as ascertained by the annual Watson Wya

    Compensation Survey.

    5.4 The company has three principal operation committees, a) Executive Committe(ExCom), b) Corporate Health, Safety and Environment Committee and c) Compensation

    Organization and Employee Development Committeeall headed by the Chief ExecutivOfficer. The following table gives an overview of the functions of these committees:

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    6.SYSTEMS &CONTROLS

    Strong controlenvironment

    SAP

    6.1 ECL maintains an effective control environment with clear reporting lines anwell defined policies and procedures. The review and accountability function runs throug

    the entire organizational structure. The role of the company, as a holding entity, is t

    provide for and sustain the activities of its investments as a whole. Therefore, to maintai

    proper monitoring and thorough oversight of its strategic investments, ECL generates

    monthly MIS for its board members Dashboardthat provides a structured breakdow

    of information on predetermined key indicators for each group entity. From a holdincompany perspective, this enables the management at ECL to review/ monitor th

    performance of each individual subsidiary independently, in turn, facilitating decisio

    making at business as well as corporate level. Further, the company is planning to launc

    an Enterprise wide Risk Management (ERM) initiative following the completion of th

    urea expansion project in order to assess crucial firm wide risks and their sources.

    6.2 ECL has SAP ERP (Systems, Applications and Products) in place. Currently, thsystem covers financial, accounting and human resource applications of both ECL an

    EFL. ECL is working towards enhancing the effectiveness of this system in order to full

    realize the benefits emanating from complete implementation. The technical services fo

    the implementation of the SAP ERP are provided by IBM Global Services whereas th

    software itself has been developed by SAP AG (MalaysiaRegional Office). IBM GlobServices is responsible for ensuring the smooth transition from the existing system; th

    full implementation of which is expected to be completed by the end of 2010. Goin

    forward, ECL intends to enhance the scope of SAP capabilities across key subsidiaries.

    6.3 ECLs in-house internal audit function is responsible for evaluating financial anoperational procedures to ensure adequacy of internal controls, reporting directly to th

    audit committee for all critical issues.

    7. PERFORMANCE

    Significant holdingin robust fertilizer

    sector

    Continued focus onthree core sectors

    7.1 As a holding company, the assets of ECL comprises equity stakes held at coprice in its subsidiaries/ associates with a total investment book of PKR 23,730mln o

    which PKR 10,740mln

    constitutes ECLs holding inEFL. The main income

    component for ECL isdividends received from its

    investments. A graph

    illustrating historic dividend

    patterns is given. The total

    investment income reported

    for 2009 amounted to PKR

    1,885mln (2008: PKR

    2,605mln) emanating from

    Engro Eximp (Pvt.) Limited

    (2009: PKR 1,435mln) and

    Engro Vopak TerminalLimited (2009: PKR 450mln). Dividend for 1H10 is only from Engro Vopak with othe

    investments yielding dividends towards the end of 2010. Meanwhile, a group-wide pictur

    Committee Members Functions Frequen

    Executive Committee

    (ExCom)

    Asad Umar CEO ECL

    Ruhail Mohammad CFO ECL

    Tahir Jawaid - VP HR

    All designated CEO's of subsidiaries

    Ali Akbar - Secretary

    Responsible for addressing appropriate operational issues plus

    managerial appointments at subsidiary/ associate level. The

    committee operates as an advisory body for the Group CEO, and

    helps in bringing synergy amongst the various businesses within

    the Group, while augmenting decision making and consensus

    building.

    Quarterl

    Corporate Health, Safety and Environment

    (HSE) Committee

    Asad Umar CEO ECL

    All designated CEOs of subsidiaries

    Responsible for providing leadership and strategic guidance on

    Health, Safety and Environment improvement initiatives while

    ensuring compliance with regulatory standards and international

    benchmarks.

    Quarterl

    Compensation, Organization and Employee

    Development (COED) committee

    Asad Umar CEO ECL

    All designated CEOs of subsidiaries

    Responsible for the review of Compensation, Organization and

    Employee Development matters of all people excluding employee

    directors and senior executives.

    Quarterl

    0

    500

    1,000

    1,500

    2,000

    2,500

    3,000

    FY07 FY08 FY09 1H10

    PKRinmln

    Dividend History

    Engro Vopak Terminal Ltd. Engro Polymer & Chemicals Ltd.

    Engro Eximp (Pvt.) Ltd.

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    of each entitys respective revenueand profitability for the six months

    ending June10 is shown.

    7.2 Going forward, thecompany envisages continued focuson three core sectors: 1) Fertilizer,

    2) Food and 3) Energy, while

    diversifying into other lucrative

    business opportunities such as

    chemicals, storage services,

    business automations, import/

    export of commodities. The role of

    the holding company itself will be

    limited in terms of operational

    decision making but more on the

    lines of oversight and strategic

    direction. In terms of profitability,the companys income stream isexpected to be highly correlated to

    the performance of group entities

    and their ability to generate

    positive cash flows. Although

    some ventures of the company are

    likely to remain non-earning in the

    initial phase, they are expected to

    develop a stable revenue stream

    over the medium term; Engro

    Energy is expected to contribute

    towards ECLs dividend income, followed by Engro Fertilizer in 2011. Engro Polymewould follow suit once its VCM plant is completely functional.

    SUBSIDIARY PERFORMANCE:

    7.2.1 FERTILIZER: EFL, currently the second largest producer of urea in the country, in the business of manufacturing and marketing of fertilizers, registering a healthy bottom

    line of PKR 2,012mln during 1H10. EFL markets urea under the brand name of Engr

    Urea, MAP under the brand name ofZorawar, NPK under Zarkhez and DAP as Engr

    DAP. EFLs urea plant, with a capacity of 975,000tons per annum, is located at Dharkwhereas NPK plant is situated at Port Qasim. EFLs urea expansion project (Enven 1.3originally expected to commence commercial production by July 2010, has bee

    rescheduled to 4Q10. This is not expected to have a major impact on the budgeted projeccosts, which stand at an estimated USD 1,050mln including USD 30mln impact of rupe

    devaluation. However, any delay beyond Sep10 would result in shortfall of projected cas

    flows depending upon the related extent. The management expects that the project woul

    enter commissioning phase by end-Sep10 and after satisfactory performance is achieved

    COD would be announced. At Jun10, EFL is projected to incur PKR 4,000-6,000ml

    more to complete Enven1.3. This will be met through a combination of equity (prof

    retention) and debt. EFL has available unutilized line of PKR 1,725mln from syndicate

    facility, and cash & cash equivalent of around PKR 2,092mln. In addition, EFL ha

    financed its working capital at end-June10 through an amount which was taken out of loa

    for the expansion project this may be freed by utilizing committed short term credfacility of approximately PKR 3,500mln. Meanwhile EFL, if need arises, may receive

    fresh injection from ECL after the parent completes issuance of its first TFC (PKR4,000mln). The enhanced capacity (2,275,000 tons p.a.) is expected to increase EFLmarket share to ~35% (currently 23%). Meanwhile, EFL would continue compensatin

    9,421

    9,833

    6,597

    2,007

    5,000

    1,072 757

    Revenues (PKR mln)

    EFL

    Engro Foods

    EPCL

    EPL/EEL

    Engro Eximp

    Engro Vopak

    Avanceon

    2,012

    (179)

    (449)

    379

    973

    518

    (94)

    PAT (PKR mln)

    EFL

    Engro Foods

    EPCL

    EPL/EEL

    Engro Eximp

    Engro Vopak

    Avanceon

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    HOLDING COMPANY

    fall in production due to gas curtailment (currently: 7%) through price hike inline wit

    other industry players.

    7.2.2 Engro Eximp (Pvt.) Limited (EEPL), a wholly owned subsidiary of ECestablished in 2002, is engaged in commodities export/import business. EEPL, fo

    marketing imported phosphatic fertilizers, would be using Engro Fertilizer Limited. Thi

    means that EEPL would be carrying all inventories on its own books. The compan

    reported a profit of PKR 1,435mln in 2009 (1H2010: PKR 973mln).

    7.2.3 FOODS: Engro Foods Limited, a wholly owned subsidiary established in 2005focuses on the dairy business. The company initially set up a processing plant in Sukku

    with milk storage capacity of 300,000 liters/day and UHT (ultra heat treatment) mil

    processing capacity of 200,000 liters/day. In 2007, another plant was installed in Sahiw

    with a cost of PKR 3,000mln, having a processing capacity of 250,000 liters/day alon

    with capability of producing tea whitener. With the added production from this new plan

    the market share of the company in the UHT milk segment increased to 38%, makin

    Engro Foods the market leader in this respect (Nestle: 37%). Engro Foods has als

    installed an advanced ice cream plant in Sahiwal provided by Tetra Pak Hoyer with production capacity of 8mln liters/annum; marketing its products under the brand nam

    Omore. The company is currently in the growth phase and reported a loss of PK434mln in 2009. Subsequently, the companys performance has improved with a total nloss of PKR 180mln as of end June10 with a profit of PKR 149mln posted by the dairsegment for the same period. Engro Foods entered the juice segment in May10 with th

    brand name of Olfrute initially in four flavors. The company has also made inroads int

    the rice export market exclusively focused upon basmati rice. The project, having capacity of 20,000mt per annum, is anticipated to commence commercial procuremen

    and production by November 2010, under the purview of Engro Food Supply Chai

    Management (Pvt.) Limited, formed specifically for the purpose.

    7.2.4 POWER:Engro Powergen (Private) Limited (EPL), a wholly owned subsidiary oECL, has been set up with an aim to act as a negotiation window for all initiatives of th parent in the energy sector. The first outcome of ECLs effort is Engro Energy Limite(EEL), which was formed in 2006 to tap power generation opportunities. EEL has

    combined cycle power project with net output of 217 MW, based on low BTU and hig

    sulphur permeating gas from Qadipur gas field in Ghotki district. The project has a tota

    cost of USD 205mln and became operational in March 2010 as per the revised schedule

    EEL posted a profit of PKR 379mln for 1H10. Meanwhile, EPL has entered into a join

    venture with the Sindh Government, forming the Sindh Engro Coal Mining Compan

    (SECMC), for the mining, exploration and development of Thar Coal fields. The tota

    project cost (including a power plant of 1200MW) will be ~USD 3,000mln, of whic

    exploration cost is estimated to be around PKR 1,000mln. The exploration cost

    expected to be shared 60% by ECL and 40% by the Sindh government. A pre-feasibilitand environment impact assessment is currently underway and is expected to b

    completed during 2H2010 (cost: USD 3-5mln). During Mar10, SECMC signed two MoU

    one with Sindh Coal Authority for obtaining an exploration license and another wit

    PEPCO for supplying coal to PEPCOs 1,200MW thermal power plant, subject tavailability of excess coal supply.

    7.2.5 ENGINEERING: Avanceon (formerly Engro Innovative Automation &Engineering (Pvt.) Limited) provides process control solutions to leading industrial uni

    in the country. In early 2007, EIAL acquired a 70% stake in Advanced Automation L

    (AALP), a company providing industrial solutions in automation controls and allie

    services in the United States. To finance this transaction, ECL injected PKR 300mln. Th

    company reported a profit of PKR 24mln in 2009. Avanceon posted a loss of PKR 94mlat end 1H10 though US operations were in profits (PKR 47mln).

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    HOLDING COMPANY

    7.2.6 CHEMICALS:Engro Polymer and Chemicals Limited (EPCL) is mainly involvein manufacturing, marketing and selling of PVC. EPCL carried out a USD 240ml

    expansion and back integration project which came online in late 2009. The projec

    included setting up a new PVC plant, enhancing the manufacturing capacity to 150,00

    tons per annum (current 100,000 tons per annum) and a backward integrated facilit

    (VCM) with a capability to produce other intermediary products and caustic soda

    Subsequent to commissioning of the project, a fire broke out in December 2009 in th

    scrubber section of the companys VCM plant, due to which it was shut down to limit th

    losses. The VCM plant is currently in the commissioning phase running at 70-80%capacity. After installation of scrubber expected to be done in Sep10the plant woulachieve full production capacity450tons/day (nameplate 600tons/day). EPCL, to financthe cost overrun of ~PKR 2,500mln, made a right issue during April10 amounting PK

    1,430mln. The company reported a loss of 193mln in 2009 (1H10: loss of PKR 449mln).

    7.2.7 STORAGE: Engro Vopak Terminal Limited (EVTL) is an equally owned joinventure with Royal Vopak of the Netherlands. The facility comprises an integrated liqui

    chemical jetty cum storage. The company has also set up LPG storage facility and haexclusive rights to handle bulk liquid chemicals at Port Qasim. The company also adde

    Ethylene storage capacity in 1Q2009. EVTL posted a profit of PKR 917mln in 200

    (1H10: 518mln).

    8. CAPITAL &

    FUNDING

    Assets/ liabilitiestransferred to EFL

    Corporateguarantee to EFL

    High quantum ofconsolidated debt

    TFCs in the offing

    8.1 Following the demerger ason January 01, 2010, all fertilizer

    assets/ liabilities were transferred to

    the balance sheet of EFL with ECL

    carrying the equity investment in

    subsidiaries at cost. Nevertheless,

    following the demerger, un-

    appropriated profits of ECPLamounting to PKR 9,250mln, as

    well as a cash & bank balance of

    PKR 3,501mln at end Dec09, have

    been retained on the books of ECL.

    The capital structure of the

    company, pre and post demerger are

    given in the chart.

    8.2 With the issue of TFCs ofPKR 4,000mln, ECLs standalone capital structure would experience leveraging. Thgroup, with a consolidated debt (including short term borrowings) of ~PKR 103bln and

    debt-to-equity ratio of 76:24 at Jun 10 excluding the comfort to be derived from thultimate parents (Dawood Hercules) low leveraged capital structure remains highlleveraged. Nevertheless, with the commissioning of Enven 1.3, the debt is expected t

    gradually decrease over the medium term. In the meantime, the groups ability to raisrequisite funding through capital and/or debt markets largely mitigates the associate

    risks.

    8.3 Engro Corporation has irrevocably and unconditionally guaranteed to eacsecured party, as defined under the pertinent finance documents, punctual performance b

    Engro Fertilizer of all its obligations and undertakes that whenever Engro Fertilizer doe

    not pay any amount when due, it must immediately, on demand by the inter-creditor agen

    (National Bank Pakistan), pay that amount as if it were the principal obligor in respect o

    that amount.

    8.4 TFCs Issue: ECL is in the process of issuing TFCs of PKR 4,000mln (includina green shoe option of PKR 2,000mln). TFCs would be primarily marketed among reta

    -

    25,000

    50,000

    75,000

    100,000

    125,000

    150,000

    Pre de-merger

    (consolidated)

    Dec 31,2009

    Post de-merger

    (consolidated)

    June30, 2010

    Post de-merger

    (stand alone)

    PK

    R(mln)

    Capital Structure

    Equity Borrowings

    Planned

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    HOLDING COMPANY

    investors and thereafter listed on the stock exchange. The proceeds of the issue ar

    expected to be utilized for ECLs own working capital requirement with a major portiobeing deployed in Engro Fertilizers. The salient features of the instruments are listed ithe following table.

    Proposed TFCs

    Issue size PKR 4,000mln (including green shoe option of PKR 2,000mln)

    Tenor 3 years

    Profit Rate 14.5% p.a.

    Principal

    Repayment

    At the end of 3 years or early through Put Option. Incase the put option is exercised; the

    investor has to pay service charges of 2% on the principal.

    Security The TFC is secured by way of first ranking floating charge over over all the present and futuremovable properties (including investments) of Engro Corporation Limited but excluding

    present and future trade marks and copyrights of ECL and excluding its shares in Engro

    Energy Limited and Engro Polymer & Chemicals Limited.

    Trustee IGI Investment Bank Limited

    AnalystsArsalan Ahmed

    +92 42 3586 9504

    [email protected]

    Jhangeer Hanif+92 42 3586 9504

    [email protected]

    Disclaimer:

    PACRA has used due care in preparation of this document. Our information has been obtained from sources we consider to be reliable but its

    accuracy or completeness is not guaranteed. PACRA shall owe no liability whatsoever to any loss or damage caused by or resulting from anyerror in such information. None of the information in this document may be copied or otherwise reproduced, stored or disseminated in whole

    or in part in any form or by any means whatsoever by any person without PACRAs written consent . Our reports and ratings constitute

    opinions not recommendations to b or to sell

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    Engro Corporation Limited (formerly Engro Chemical Pakistan Limited)

    BALANCE SHEET (PKR in million)

    For the year ending 30-Jun-10 1-Jan-10 31-Dec-09 31-Dec-08

    Unaudited Split

    A NON-CURRENT ASSETS

    1 Operating Fixed Assets - Owned and Leasehold 86.03 54.64 69,517.51 33,395.76

    2 Intangible Assets - - 122.70 122.86

    3 Other Non-Current Assets - 2.79 331.69 354.89

    Non-Current Assets 86.03 57.43 69,971.91 33,873.51

    B INVESTMENTS

    1 Associates / Subsidiaries

    a. Equity 25,352.90 23,727.80 12,988.66 11,091.86

    b. Debt Securities / Loans 241.86 - - -

    25,594.77 23,727.80 12,988.66 11,091.86

    1 Investment Property - - - -

    2 Other Investments

    a. Fixed Income/Money Market Funds 851.86 241.91 450.86 67.81

    b. Term Deposit - - - -

    851.86 241.91 450.86 67.81Investments 26,446.63 23,969.71 13,439.51 11,159.67

    C CURRENT ASSETS

    1 Inventories

    a. Stores and Spares - - 961.12 957.24

    b. Stock-in-trade- raw material - - 303.99 1,142.83

    finished goods - - 118.62 3,529.04

    - - 1,383.72 5,629.11

    2 Trade Receivables - - 2,514.43 261.51

    3 Other Current Assets 65.67 225.08 1 2,444.52 1 7,668.66

    4 Cash and Bank Balances 754.14 3,501.22 3,955.34 1,687.04

    Current Assets 819.81 3,726.29 10,298.01 15,246.32

    D TOTAL ASSETS (A+B+C) 27,352.47 27,753.43 93,709.44 60,279.50

    E CURRENT LIABILITIES

    1 Borrowings

    a. Current portion of long term debt - - 830.70 94.93

    b. Short term debt - 0.94 195.75 1,711.28- 0.94 1,026.45 1,806.21

    2 Trade Payables 161.44 151.53 593.37 840.72

    3 Other Current Liabilities 113.82 - 4,673.55 3,034.11

    5 Dividend Payable - 102.10 102.10 309.29

    Current Liabilities 275.26 254.56 6,395.47 5,990.32

    F NON-CURRENT LIABILITIES

    1 Borrowings - - 58,565.35 27,756.71

    2 Due to Associates - - - -

    3 Other Non-Current Liabilities 0.66 0.90 1,860.38 3,448.39

    Non-Current Liabilities 0.66 0.90 60,425.73 31,205.11

    G NET ASSETS (D-E-F) 27,076.55 27,497.97 26,888.24 23,084.07

    H SHAREHOLDERS' EQUITY

    1 Ordinary Share Capital 3,277.37 2,979.43 2,979.43 2,128.16

    2 Preference Share Capital - - - -

    3 Share Premium Account 10,550.06 10,550.06 10,550.06 7,152.724 Revaluation Reserve

    a. Fixed Assets - - - -

    b. Investments - - - -

    - - - -

    5 Revenue Reserves 4,506.36 4,717.50 4,107.78 6,892.06

    6 Unappropriated Profit 8,742.76 9,250.98 9,250.97 6,911.12

    Shareholders' Equity 27,076.55 27,497.97 26,888.24 23,084.07

    0.00

    1 Foreign exchange forward contract

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    Engro Corporation Limited (formerly Engro Chemical Pakistan Limited)PROFIT & LOSS ACCOUNT (PKR in million)

    For the year ending 30-Jun-10 31-Dec-09 31-Dec-08Unaudited

    A Turnover

    1. Own Manufactured 16,136.46 15,508.82

    2. Purchased Product 14,035.06 7,808.38

    - 30,171.52 23,317.20

    B Operating Costs - (23,240.18) (17,120.64)

    C Gross Profit - 6,931.34 6,196.56

    D Operating Expenses

    1 Administrative and General Expenses (80.39) - -

    2 Selling and Marketing Expenses - (1,945.18) (1,657.82)

    (80.39) (1,945.18) (1,657.82)

    E Operating Profit / (Loss) (80.39) 4,986.17 4,538.75

    F Income From Associates

    1 Dividend 180.00 1,885.00 2,605.40

    2 Share of Profit/(Loss) - - -

    180.00 1,885.00 2,605.40

    G Others

    1 Profit/(Loss) on Sale of Assets - 23.60 69.30

    2 Income from Investments - - -

    3 Surplus / (Deficit) on revaluation - - -

    4 Royalty Income * 127.74 - -

    5 Other Income/ Expenses 93.32 (378.92) (520.56)

    6 Exchange Gain/(Loss) - - 18.04

    221.06 (355.32) (433.21)

    H Profit / (Loss) before Financial Charges 320.67 6,515.85 6,710.93

    I Financial Charges

    1 Interest Income 147.64 19.67 2.592 Interest Expense (1.60) (1,320.58) (1,508.95)

    146.04 (1,300.91) (1,506.35)

    J Profit / (Loss) before Taxation 466.71 5,214.94 5,204.58

    K Taxation (81.09) (1,257.70) (964.14)

    L Net Income / (Loss) 385.62 3,957.25 4,240.43

    M Unappropriated Profit/(Loss) Brought Forward 9,250.97 6,911.13 4,116.63

    N Available for Appropriation 9,636.59 10,868.38 8,357.06

    O Appropriations

    1 Reserves - - (14.26)

    2 Dividends

    a. Stock (297.94) - -

    b. Cash (595.89) (1,617.40) (1,431.67)

    (893.83) (1,617.40) (1,431.67)

    P Effect of change in Accounting Policy (+/-)

    Q Unappropriated Profit Carried Forward 8,742.76 9,250.98 6,911.13

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    Engro Corporation Limited (formerly Engro Chemical Pakistan Limited)

    CASH FLOW STATEMENT (PKR in million)

    For the year ending 30-Jun-10 31-Dec-09 31-Dec-08

    Unaudited

    A CASH FLOWS FROM OPERATING ACTIVITIES

    1 Profit Before Tax 466.71 5,214.94 5,204.58

    2 Adjustments for:

    a. Depreciation/Amortization 7.93 672.43 653.73

    b. Interest Expense/(Income) (146.04) 1,320.58 1,508.95

    c. Others (+/-) - - -

    (138.11) 1,993.01 2,162.68

    EBITDA 328.60 7,207.95 7,367.26

    3 Adjustments for other Non-Cash Charges/Items (256.52) (1,594.30) (2,474.80)

    72.08 5,613.65 4,892.46

    4 Changes in Working Capital

    a. (Increase)/Decrease in Curent Assets (7.08) 2,466.18 (1,290.40)

    b . Increase/(Decrease) in Curent Liabilities (Excl. Debt) (34.50) 695.58 (279.61)

    (41.58) 3,161.76 (1,570.00)

    Cash Generated from Operations 30.50 8,775.42 3,322.46

    5 Financial Charges Paid (1.60) (758.95) (1,090.52)

    6 Taxation Paid (41.56) (1,226.86) (574.98)

    7 Others (+/-) (10.62) (250.72) (242.34)

    (53.78) (2,236.53) (1,907.83)

    Net Cash provided by Operating Activities (23.28) 6,538.89 1,414.62

    B CASH FLOWS FROM INVESTING ACTIVITIES

    1 Capital Expenditure (42.01) (36,352.36) (20,214.34)2 Proceeds from sale of Fixed Assets 3.10 58.45 87.73

    4 (Purchase)/Sale of Investments - (1,896.80) (3,327.38)

    5 Income from Investments 416.51 1,973.18 2,656.88

    6 Investment in Subsidiary/Associated Companies (1,625.10) - (910.00)*

    7 Others - (450.00) (622.00)**

    Net Cash (Used in)/Available From Investing Activities (1,247.50) (36,667.53) (22,329.11)

    C Cash In/(Out) Flow Pre-Financing (1,270.78) (30,128.64) (20,914.48)

    D CASH FLOWS FROM FINANCING ACTIVITIES

    1 Proceeds from Issue of Ordinary Shares - 4,248.60 3,382.21

    2 Dividends Paid (624.43) (1,833.62) (1,306.10)

    3 Others (+/-) - 335.27 -

    (624.43) 2,750.25 2,076.12

    E NET DEBT (INCREASE)/DECREASE (1,895.21) (27,378.39) (18,838.37)

    F OPENING NET (DEBT)/CASH 3,501.22 (27,808.08) (8,969.71)

    G CLOSING NET (DEBT)/CASH 1,606.00 (55,186.47) (27,808.08)

    H NET (DEBT)/CASH

    1 Long-Term Loans/Finances - (58,565.35) (27,756.71)

    2 Short-term Loans/Finances - (1,026.45) (1,806.21)

    - (59,591.81) (29,562.92)

    3 Cash & Cash Equivalents 1,606.00 4,405.34 1,754.85

    1,606.00 (55,186.47) (27,808.07)*

    Advance to Engro Eximp Private Limited**

    Payment to Engro Foods Limited for acquisition of tax losse s

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    Engro Corporation Limited (formerly Engro Chemical Pakistan Limited)

    RATIO ANALYSIS

    30-Jun-10 31-Dec-09 31-Dec-08

    Unaudited

    A EARNINGS/PROFITABILITY

    1a Own Manufactured Products Growth n.a. 4.05% 44.29%

    1b Purchased Products Growth n.a. 79.74% -37.20%

    2a Gross Margin- Own Manufactured n.a. 38.87% 37.63%

    2b Gross Margin- Purchased Products n.a. 4.69% 4.62%

    3 Operating Margin n.a. 21.60% 28.78%

    4 Pre-Tax Profit Margin n.a. 17.28% 22.32%

    5 Net Profit Margin n.a. 13.12% 18.19%

    6 Effective Tax Rate 17.38% 24.12% 18.52%

    7 Average Interest Rate n.a. 2.22% 5.10%

    8 Pre-Tax Return on Equity 1.72% 19.39% 22.55%

    9 Return on Equity (ROE) 1.43% 15.84% 21.84%- Asset Turnover (Times) n.a. 7.63 0.39

    - Net Profit Margin n.a. 13.12% 18.19%

    - Financial Leverage (Times) 1.01 3.49 2.61

    10 Return on Assets (ROA) 0.39% 5.36% 8.59%

    B COVERAGE

    1 Short-term Debt Payback (Years) n.a. 0.12 0.54

    2 Total Debt Payback (Years) n.a. 6.79 8.90

    3 Net Debt Payback (Years) (52.66) 6.29 8.37

    4 Net Debt / EBITDA (4.89) 7.66 3.77

    5 EBITDA Net Interest Cover (X) (2.25) 5.54 4.89

    6 Net Interest Cover (X) (2.20) 5.01 4.46

    C LIQUIDITY

    1 Current Ratio (X) 6.07 1.68 2.55

    2 Quick Ratio (X) 6.07 1.46 1.61

    3 Average Inventory Held (Days) n.a. 4.77 40.86

    4 Average Trade Debtors (Days) n.a. 30.42 13.07

    5 Gross Cash Cycle (Days) n.a. 35.19 53.93

    6 Average Trade Creditors (Days) n.a. 9.32 33.19

    7 Net Cash Cycle (Days) n.a. 25.87 20.74

    D FINANCIAL STRUCTURE

    1 Current Debt/Total Debt n.a. 1.72% 6.11%

    2 Total Debt/Equity n.a. 221.63% 128.07%

    3 Net Debt/Equity -5.93% 205.24% 120.46%

    4 Equity/Total Assets 98.99% 28.69% 38.30%

    5 Total Debt/Adjusted Equity (Net of Rev. Surplus) -0.92% 220.70% 126.98%

    6 Total Liabilities/Equity 1.02% 248.51% 161.17%

    7 Total Debt/(Total Debt+Equity) n.a. 68.91% 56.15%

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    GLOSSARY OF TERMS USED BYPACRA(INDUSTRIAL CORPORATES)

    DESCRIPTION METHODOLOGY

    PROFITABILITY

    1. Gross Profit Margin (%) (Sales less COGS) / Sales

    2. Net Profit Margin (%) Profit After Tax / Sales

    3. Return on equity (ROE) (%) Profit After Tax / Average Equity.

    4. Return on assets (ROA) (%) Profit After Tax / Average Assets

    COVERAGE

    1. EBITDA PKR mln Earnings before interest, tax, depreciation and amortization.

    2. Total Debt Pay-Back Period Years Total debt / Cash generated from operations

    3. Net Debt Pay-Back Period Years Total debt less cash / Cash generated from operations

    4. Net Interest Cover (x) Net profit before interest and taxes / Net Interest Expense +

    Interest Capitalized

    5. Ordinary Dividend Cover (x) Net income after tax but before extraordinary items /

    Dividends paid and proposed

    LIQUIDITY

    1. Current Ratio (x) Current assets / current liabilities

    2. Quick Ratio (x) Trade debtors, other debtors, liquid investments, cash and

    deposits / current liabilities

    3. Average Inventory Held Days Average Inventory for the year (excl. stores and spares) /

    cost of goods sold

    4. Average Trade Debtors Held Days Average trade debtors for the year / Sales

    5. Average Trade Creditors Days Average trade creditors for the year / Cost of goods sold

    6. Gross Cash Cycle Days Average inventory held plus average trade debtors held

    7. Net Cash Cycle Days Gross cash cycle less average trade creditors held

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    STANDARD RATING SCALE & DEFINITIONS

    LONG TERM RATINGS SHORT TERM RATINGS

    AAA: Highest credit quality. AAA ratings denote the lowest

    expectation of credit risk. They are assigned only in case of

    exceptionally strong capacity for timely payment of financial

    commitments. This capacity is highly unlikely to be adversely

    affected by foreseeable events.

    AA: Very high credit quality. AA ratings denote a very low

    expectation of credit risk. They indicate very strong capacity for

    timely payment of financial commitments. This capacity is not

    significantly vulnerable to foreseeable events.

    A: High credit quality. A ratings denote a low expectation ofcredit risk. The capacity for timely payment of financial

    commitments is considered strong. This capacity may,

    nevertheless, be more vulnerable to changes in circumstances or

    in economic conditions than is the case for higher ratings.

    BBB: Good credit quality. BBB ratings indicate that there is

    currently a low expectation of credit risk. The capacity for timely

    payment of financial commitments is considered adequate, but

    adverse changes in circumstances and in economic conditions are

    more likely to impair this capacity. This is the lowest investment-

    grade category.

    BB: Speculative. BB ratings indicate that there is a possibilityof credit risk developing, particularly as a result of adverse

    economic change over time; however, business or financial

    alternatives may be available to allow financial commitments to

    be met. Securities rated in this category are not investment grade.

    B: Highly speculative. B ratings indicate that significant

    credit risk is present, but a limited margin of safety remains.

    Financial commitments are currently being met; however,

    capacity for continued payment is contingent upon a sustained,

    favourable business and economic environment.

    CCC, CC, C: High default risk. Default is a real possibility.

    Capacity for meeting financial commitments is solely reliant uponsustained, favourable business or economic developments. A

    CC rating indicates that default of some kind appears probable.

    C ratings signal imminent default.

    A1+: Obligations supported by the

    highest capacity for timely repayment.

    A1:. Obligations supported by a strong

    capacity for timely repayment.

    A2: Obligations supported by a

    satisfactory capacity for timely

    repayment, although such capacity may

    be susceptible to adverse changes inbusiness, economic, or financial

    conditions.

    A3: Obligations supported by an

    adequate capacity for timely repayment.

    Such capacity is more susceptible to

    adverse changes in business, economic,

    or financial conditions than for

    obligations in higher categories.

    B: Obligations for which the capacityfor timely repayment is susceptible to

    adverse changes in business, economic,

    or financial conditions.

    C: Obligations for which there is an

    inadequate capacity to ensure timely

    repayment.

    D: Obligations which have a high risk

    of default or which are currently in

    default.

    Notes: 1. PACRA's ratings are an assessment of the credit standing of entities in Pakistan. They do not take into account the potentialtransfer / convertibility risk that may exist for foreign currency creditors.

    2. A plus (+) or minus (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes arenot added to the AAA long-term rating category, to categories CCC and below, or to short-term ratings.

    3. PACRA's rating is not a recommendation to purchase, sell or hold a security, in as much as it does not comment on thesecuritys market price or suitability for a particular investor.