PAKISTAN STOCK EXCHANGE LIMITED Stock Exchange Building, Stock Exchange Road, Karachi UAN: Seeking Public Comments on

Transcription

1 II ps.. PAKISTAN STOCK EXCHANGE LIMITED Stock Exchange Building, Stock Exchange Road, Karachi UAN: Seeking Public Comments on Draft Prospectus of Dalda Foods Limited It is hereby informed to all concerned that Dalda Foods Limited has applied for Listing on the Exchange and has submitted the draft Prospectus for offer of shares to High Net-worth Individual! Institutional Investors through Book Building followed by offer of shares of the Company to the General Public! Retail Investors. The draft Prospectus of the Company is hereby placed on the Website of the Exchange under caption "Public Comments on Draft Prospectus of Dalda Foods Limited" for seeking public comments as required under Section 3 (11) of the Public Offering Regulations, 2017 and Regulation No (ac) of Listing of Companies and Securities Regulations of PSX. It is requested to submit written comments on the draft Prospectus, if any, either in hard form or through at comments.draftprospectus@psx.com.pk addressed to the undersigned latest by Aug4st.9, Muhammad Ghufran Deputy General Manager - Operations Copy to: 1. The Executive Director (PRDD), SMD, SECP NIC Building, Jinnah Avenue, Blue Area, Islamabad. 2. The Director (Cl), Public Offering & Regulated Persons Department, SECP 3. The chief Executive Officer, PSX 4. The Chief Executive Officer, CDC 5. The Chief Executive Officer, NCCPL 6. Acting Chief Regulatory Officer- PSX 7. All Head of Departments - PSX 8. PSX Notice Board & Website 9. DalcIa Foods Limited 10. Arif Habib Limited

2 ADVICE FOR INVESTORS INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 4.8 BEFORE MAKING ANY INVESTMENT DECISION. SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015 (THE SECURITIES ACT). ADVICE FOR INSTITUTIONAL INVESTORS AND HIGH NET WORTH INDIVIDUAL INVESTORS UNDER REGULATION 10(2)(v) OF THE PUBLIC OFFERING REGULATIONS, 2017 (THE PO REGULATIONS), A SINGLE INVESTOR CANNOT SUBMIT MORE THAN ONE BIDDING APPLICATION, EXCEPT IN THE CASE OF UPWARD REVISION OF BID. IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION. SUBMISSIONS OF CONSOLIDATED BIDS IS PROHIBITED UNDER 10(2)(IV) OF THE PO REGULATIONS. A BID APPLICATION WHICH IS BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID. PLEASE NOTE THAT AS PER PO REGULATIONS, A SUPPLEMENT TO THE PROSPECTUS SHALL BE PUBLISHED WITHIN THREE (03) WORKING DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION RELATING TO THE FLOOR PRICE, STRIKE PRICE, ISSUE PRICE, COMMITMENT BY SUCCESSFUL BIDDERS FOR SUBSCRIBING THE UNDERSUBSCRIBED RETAIL PORTION AS THE ISSUE IS BEING MADE THROUGH HUNDRED PERCENT BOOK BUILDING WITH ALLOCATION TO RETAIL INVESTORS, CATEGORY WISE BREAKUP OF THE SUCCESSFUL BIDDERS ALONG WITH NUMBER OF SHARES ALLOTED TO EACH CATEGORY, DATES OF PUBLIC SUBSCRIPTION AND SUCH OTHER INFORMATION AS SPECIFIED BY THE COMMISSION. Issuer Dalda Foods Limited Prospectus Offeror Dalda Foods Limited DFL Corporation (Private) Limited This Issue consists of 82,500,000 ordinary shares (25% of the total post-issue paid up capital of Dalda Foods Limited of face value of PKR 10 each, of which, 30,000,000 (9.10% of post-issue paid up capital of Dalda Foods Limited) ordinary shares are being issued by Dalda Foods Limited and 52,500,000 (15.90% of post- Issue paid up capital) ordinary shares are being offered by DFL Corporation (Private) Limited as an Offer for Sale. The Issue is being made through the Book Building process at a Floor Price of PKR 85/- per share (including a premium of PKR 75/- per share). The bidders shall be allowed to place bids for hundred percent (100%) of the Issue size and the Strike Price shall be the price at which the hundred percent (100%) of the Issue is subscribed. However, the successful bidders shall be provisionally allotted only seventy-five percent (75%) of the Issue size i.e. 61,875,000 shares and the remaining twenty five percent (25%) i.e. 20,625,000 shares shall be offered to the retail investors. In case retail portion of the Issue remains unsubscribed, the unsubscribed shares will be allotted to the successful bidders on pro rata basis and in case the retail portion of the Issue is oversubscribed, the portion allocated to book building investors at strike price shall be allotted to the retail investors in the manner given in para (Justification of premium is given under Valuation Section in paragraph 2) As per Public Offering Regulations, 2017 and PSX s Listing of Companies and Securities Regulations, the Draft Prospectus was placed on PSX s website for seeking public comments for seven (7) working days starting from [mm] [dd], [yy] to [mm] [dd], [yy]. The comments received have been duly incorporated / responded by the Consultant to the Issue. REGISTERATION OF ELIGIBLE INVESTORS: The registration of eligible investors will commence at 9:00 am on DD/MM/2017 and will close at 3:00 pm on DD/MM/2017 BIDDING PERIOD DATES: From DD/MM/2017 to DD/MM/2017 From: 9:00 am to 5:00 pm DATE OF PUBLIC SUBSCRIPTION: From DD/MM/2017 to DD/MM/2017 (both days inclusive) From: 9:00 am to 5:00 pm CONSULTANT TO THE ISSUE JOINT BOOK RUNNERS TO THE ISSUE Bankers to the Book Building Portion of the Issue: Bank Al Habib Limited and Habib Metropolitan Bank Limited Bankers for the Retail Portion of the Issue: AlBaraka Bank Limited Bank Al Habib Limited Dubai Islamic Bank Pakistan Limited Habib Metropolitan Bank Limited Summit Bank Limited Allied Bank Limited Bank Alfalah Limited Faysal Bank Limited MCB Bank Limited United Bank Limited Askari Bank Limited Bank Islami Pakistan Limited Habib Bank Limited Meezan Bank Limited *In order to facilitate investors, United Bank Limited ( UBL ), Summit Bank Limited ( SMBL ) & Bank Alfalah Limited ( BAFL ) are offering electronic submission of application (e-ipo) to their account holders. UBL account holders can use UBL Net Banking to submit their application via link SMBL account holders can use SMBL Net Banking to submit their application via link BAFL account holders can use BAFL Net Banking to submit their application via link Furthermore, please note that online applications can be submitted 24 hours a day during the subscription period which will close at midnight on DD/MM/2017. The Central Depository Company of Pakistan ( CDC ) has developed a Centralized e-ipo System ( CES ) through which applications for subscription of securities offered through listings can be made electronically. CES can be accessed through the web link ( CES would be connected to different entities (1Link, banks etc.) for payment of the subscription money. For details on CES, please refer para BOOK BUILDING PORTION WILL BE UNDERWRITTEN BY For investor education please visit Jama Punji is an investor education initiative of the Securities & Exchange Commission of Pakistan. Date of Publication of this Prospectus: DD MM, 2017 Prospectus, Bidding and Application Forms can be downloaded from the following websites For further queries you may contact Dalda Foods Limited: Rafiq-ul-Islam; Phone: rafiqul.islam@daldafoods.com Habib Bank Limited: Abdullah Muhammad Farooq; Phone: ; abdullah.farooq@hbl.com Bank Alfalah Limited: Mohammad Yasir Khan; Phone: ; yasir.khan@bankalfalah.com Arif Habib Limited: Abdul Qadir; Phone: ; abdul.qadir@arifhabibltd.com

3 UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE ISSUER May 10, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi WE, BIENG THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF DALDA FOODS LIMITED CERTIFY THAT; 1. THE PROSPECTUS CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT; 2. THE INFORMATION CONTAINED IN THE PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF; 3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD; 4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE PROSPECTUS AS A WHOLE OR ANY PART THEREOF MISLEADING; AND 5. ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE DISCLOSURES IN PUBLIC OFFERING REGULATIONS, 2017 FOR PREPARATION OF PROSPECTUS, RELATING TO APPROVAL AND DISCLOSURES HAVE BEEN FULFILLED; 6. NO CHARGES, FEE, EXPENSES, PAYMENTS ETC. HAVE BEEN COMMITTED TO BE PAID TO ANY PERSON IN RELATION TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN PART 3 OF THIS PROSPECTUS. For and behalf of Dalda Foods Limited -sd- Perwaiz Hasan Khan Chief Executive Officer -sd- Rafiq-ul-Islam Chief Financial Officer Page 2 of 141

4 UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE OFFEROR May 10, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi WE, BIENG THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF DFL CORPORATION (PRIVATE) LIMITED CERTIFY THAT; 1. THE PROSPECTUS CONTAINS ALL INFORMATION WITH REGARD TO THE OFFEROR AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT; 2. THE INFORMATION CONTAINED IN THE PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF; 3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD; 4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE PROSPECTUS AS A WHOLE OR ANY PART THEREOF MISLEADING; AND 5. ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE DISCLOSURES IN PUBLIC OFFERING REGULATIONS, 2017 FOR PREPARATION OF PROSPECTUS, RELATING TO APPROVAL AND DISCLOSURES HAVE BEEN FULFILLED; 6. NO CHARGES, FEE, EXPENSES, PAYMENTS ETC. HAVE BEEN COMMITTED TO BE PAID TO ANY PERSON IN RELATION TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN PART 3 OF THIS PROSPECTUS. For and behalf of DFL Corporation (Private) Limited -sd- Perwaiz Hasan Khan Chief Executive Officer -sd- Rafiq-ul-Islam Chief Financial Officer Page 3 of 141

5 Note: This Supplement shall be published within three (3) working days of the close of Bidding Period in at least all those newspapers in which the Prospectus of Dalda Foods Limited is published. SUPPLEMENT TO THE PROSPECTUS This Supplement is being published pursuant to The Public Offering Regulation, 2017 Chapter 5 Rule 11(1) and in continuation to the Prospectus of Dalda Foods Limited earlier published on DD/MM/2017 FLOOR PRICE : PKR 85/- PER SHARE STRIKE PRICE : PKR XX/- PER SHARE ISSUE PRICE: PKR XX/- PER SHARE Dalda Foods Limited Note: Since this Issue is being made through 100% Book Building with 25% allocation to retail investors, therefore, underwriting of the retail portion is not needed. In case the Issue remains unsubscribed, the unsubscribed shares shall be allotted to the successful bidders on pro rata basis. The successful bidders have already given undertakings to subscribe such unsubscribed shares on pro rata basis. S. No Category Category wise Breakup of Successful Bidders No. of Bidders No. of shares provisionally allocated 1 Commercial Banks 2 Development financial institutions 3 Mutual Funds 4 Insurance Companies 5 Investment Banks Employees Provident / Pension 6 Funds 7 Leasing Companies 8 Modarabas 9 Securities Brokers 10 Foreign Institutional Investors 11 Any other Institutional Investor 12 Individual Investors: Foreign Investors Local TOTAL Page 4 of 141

6 Glossary of Technical Terms ACT Securities Act, 2015 AHL Arif Habib Limited BAFL Bank Alfalah Limited HBL Habib Bank Limited BR Book Runner BVPS Book Value Per Share CAGR Compound Annualized Growth Rate CDA Central Depository Act, 1997 CDC / CDCPL Central Depository Company of Pakistan Limited CDC Regulations Central Depository Company of Pakistan Limited Regulations CDS Central Depository System CNIC Computerized National Identity Card COI Certificate of Incorporation Collection Banks (Book Building) Bank Al Habib Limited and Habib Metropolitan Bank Limited Commission / SECP Securities and Exchange Commission of Pakistan Companies Act Companies Act, 2017 CRO Company Registration Office CUIN Computerized Unique Identification Number CVT Capital Value Tax EPS Earnings Per Share FBR Federal Board of Revenue FED Federal Excise Duty Issuer or Dalda or Company Dalda Foods Limited Offeror or DFLC DFL Corporation (Private) Limited ITO or Ordinance Income Tax Ordinance, 2001 Mn Million PKR or Rs. Pakistan Rupee(s) PSX / Exchange Pakistan Stock Exchange Limited SCRA Special Convertible Rupee Account SST Sindh Sales Tax UIN Unique Identification Number WHT Withholding Tax Page 5 of 141

7 Application Money Bankers to the Book Building DEFINITIONS In case of bidding for shares out of the Book Building portion, the total amount of money payable by a successful Bidder which is equivalent to the product of the Strike Price and the number of shares to be allotted. Means any bank with whom an account is opened and maintained by the Issuer and Offeror for keeping the bid amount. Bank Al-Habib Limited & Habib Metropolitan Bank Limited has/have been appointed as Banker to the Book Building portion. Bid Bid Amount Bid Collection Center Bid Price Bid Revision An indication to make an offer during the Bidding Period by a Bidder to subscribe to the Ordinary Shares of Dalda Foods Limited at a price at or above the floor price, including all the revisions thereto. An Eligible Investor shall not make a bid with price variation of more than 10% of the prevailing indicative strike price. Please refer to paragraph for details. The amount equal to the product of the number of shares Bid for and the Bid price. Designated offices of the Joint Book Runners, specified branches of any of the Scheduled Bank and offices of any other institutions specified by the Commission where bids are received and processed. For this Offer, addresses of the Bid Collection Centers are provided in paragraph of this Prospectus. The price at which bid is made for a specified number of shares. The Eligible Investors can revise their Bids upward subject to the provision of regulation 10(2)(iii) of the PO Regulations. The Bids can be revised with a price variation of not more than 10% from the prevailing indicative Strike Price in compliance with regulation 10(2)(iii) of the PO Regulations. As per the regulation 10(2)(vi) of the PO Regulations, the Bidder shall not be allowed to make downward revision in Bid Price or withdraw their Bids. Bidder Bidding Form Bidding Period An Eligible Investor who makes Bids for shares in the Book Building process. The form prepared for the purpose of placing Bids. The period during which Bids for subscription of shares are received. The Bidding Period shall be of two days, from DD/MM/2017 to DD/MM/2017 both days inclusive (daily from 9:00 a.m. to 5:00 p.m.). Book Building Book Building Account Book Building Portion A process undertaken to elicit demand for shares offered for sale through which Bids are collected from the Bidders and a book is built which depicts demand for the shares at different price levels. An account opened by Dalda with the Collection Bank(s). The Bidder will pay the Margin Money / Bid Amount through demand draft, pay order or online transfer in favor of this account as per the instructions given in paragraph of this Prospectus and the balance of the Application Money, if any, shall be paid through this account after successful allocation of shares under Book Building. The part of the total Issue allocated for subscription through the Book Building. Page 6 of 141

8 Book Runner Book Runner means a securities broker or a scheduled bank who holds a valid license from the Commission to act as an Underwriter and appointed as a Book Runners by the Issuer and Offeror. Habib Bank Limited and Bank Al Alfalah Limited have been appointed as Joint Book Runners for this Issue. Book Building System Centralized E-IPO System ( CES ) Book Building System means an online electronic system operated by the Designated Institution for conducting Book Building. In order to facilitate investors, the Central Depository Company of Pakistan ( CDC ) has developed a Centralized e-ipo System ( CES ) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this Issue and can be accessed through the web link ( Payment of subscription money can be made through 1LINK s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, address, mobile phone number and CDS Account (Investor account or sub account) may registered themselves with CES. Investors who do not have CDS account may visit for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: (CDCPL) and e- mail: info@cdcpak.com Collection Banks Company s and Transaction Legal Advisor Commission or SECP Consolidated Bids Bank Al- Habib Limited and Habib Metropolitan Bank Limited are the Collection Banks for the Book Building portion. For this purpose, Bank Al- Habib Limited and Habib Metropolitan Bank Limited have opened an account titled Dalda Foods Limited Book Building, Number: xxx at its [xxx] Branch, [City]. The Collection Banks shall keep and maintain the bid money in the said account. Once the Strike Price is determined and lists of successful Bidders and successful applicants/allottees are finalized and shares are credited to the successful Bidders and applicants, the Consultant to the Issue to the Issue, after obtaining NOC from PSX, may request in writing to the Collection Banks for transfer of the money of successful and accepted applications to Dalda s account(s). Haidermota BNR D-79, Block No. 5, K.D.A Scheme No. 05, Karachi, Pakistan Securities & Exchange Commission of Pakistan. Consolidated Bid mean a Bid which is fully or partially beneficially owned by persons other than the one named therein. Page 7 of 141

9 Consultants to the Issue Consultants to the Issue means any person licensed by the Commission to act as a Consultants to the Issue. Arif Habib Limited has been appointed as Consultants to the Issue by the Issuer and the Offeror for this Issue. Designated Institution Includes securities exchange, central depository or clearing company to provide Book Building System. Pakistan Stock Exchange Limited will act as the Designated Institution for this Issue. Dutch Auction Method e-ipo facility The method through which Strike Price is determined by arranging all the Bid in descending order based on bid prices along with the number of shares and the cumulative number of shares bid for at each Bid Price level. The Strike Price is determined by lowering the bid price to the extent that the total number of shares offered under the Book Building Portion are subscribed. E-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines (ATM) and mobile phones. In order to facilitate the public during IPOs, SECP has introduced the concept of e-ipo. The following two systems are available for e-ipos: (i) Centralized e-ipo System (CES): In order to facilitate investors, the Central Depository Company of Pakistan ( CDC ) has developed a Centralized e-ipo System ( CES ) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this Issue and can be accessed through the web link ( Payment of subscription money can be made through 1LINK s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, address, mobile phone number and CDS Account (Investor account or sub account) may registered themselves with CES. Investors who do not have CDS account may visit for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: (CDCPL) and e- mail: info@cdcpak.com Investors who are registered with CES can submit their applications through the web link 24 hours a day during the subscription period which will close at midnight on DD/MM/2017. (ii) e-ipo facilities by Bankers to the Issue: Page 8 of 141

10 Currently, UBL, SMBL and BAFL are providing e-ipo facilities to their respective accountholders. UBL account holders can use UBL Net Banking to submit their application via link SMBL account holders can use SMBL Net Banking to submit their application via link BAFL account holders can use BAFL Net Banking to submit their application via link: Eligible Investor Floor Price General Public Initial Public Offer Institutional Investors Issue An Individual and Institutional Investor whose Bid Amount is not less than the minimum bid size of PKR 1,000,000 (One Million Rupees only). Floor Price in case of book building means the minimum price per share set by the Issuer in consultation with Consultant to an Issue. For this Issue, Floor Price is PKR 85 per share. All Individual and Institutional Investors including both Pakistani (residents & non-residents) and foreign investors. Initial Public Offering or IPO means first time offer for sale of securities of a company or body corporate to the general public. Institutional investors means any of the following entities: A financial institution; A company as defined in the Companies Act; An insurance company established under the Insurance Ordinance, 2000; A securities broker A fund established as Collective Investment Scheme under the Non- Banking Finance Companies and Notified Entities Regulations, 2008; A fund established as Voluntary Pension Scheme under the Voluntary Pension System Rules, 2005; A private fund established under Private Fund Regulations, 2015; Any employee s fund established for beneficial of employees; Any other fund established under any special enactment; and Any other entity as specified by the Commission. Issue of 82,500,000 Ordinary Shares having a Face Value of PKR 10.00/- each representing 25% of the Post-Issue Paid up Capital of the Company. Book Building Portion of the Issue comprises of 61,875,000 Ordinary Shares (75% of the total Issue) at a Floor Price of PKR 85/- per share (including a premium of PKR 75/- per share) General Public Portion of the Issue comprises of 20,625,000 Ordinary Shares (25% of the total Issue) at the Issue Price. Offer For Sale Offer For Sale or OFS means an offer of securities for sale to the general public by an Offeror. Issue Price The price at which ordinary shares of the Company are offered to the General Public. The Issue Price will be the Strike Price. Page 9 of 141

11 Offeror or DFLC Name of Offerors DFL Corporation (Private) Limited Number of Shares Divesting 52,500,000 Key Employees Limit Bid Limit Price Listing Committee Margin Money Chief Executive Officer, Directors, Chief Financial Officer and Company Secretary of Dalda Foods Limited and DFL Corporation (Private) Limited. The bid at a Limit Price. The maximum price a prospective Bidder is willing to pay for a share under the Book Building. Listing Committee, shall mean a committee of PSX comprising of at least seven members including at least three external members for review and approval of the prospectus and the listing application. The partial or total amount, as the case may be, paid by a Bidder at the time of registering an Eligible Investor. The Joint Book Runners shall collect full amount of the bid money as Margin Money in respect of Bids placed by an individual investor and not less than twenty five percent (25%) of the bid money as Margin Money in respect of Bids placed by an institutional investors. Minimum Bid Size The Bid Amount equal to One Million Rupees (PKR 1,000,000). Ordinary Shares Ordinary Shares of Dalda Foods Limited having face value of PKR 10.00/- each. Prospectus Prospectus means any document described or issued as a prospectus and includes any document, notice, circular, material, advertisement, offer for sale document, publication or other invitation offering to the public (or any section of the public) or inviting offers from the public for the subscription or purchase of any securities of a company. The Prospectus of Dalda for the Issue of its 82,500,000 million ordinary shares to the public (including both the Eligible Investors and retail investors) containing all the information and disclosures as required under the Securities Act, 2015, and the PO Regulations, Registration Form The form which is to be submitted by the Eligible Investors for registration to participate in the Book Building process. The registration period shall commence three days before the start of the Bidding Period from DD/MM/2017 to DD/MM/2017 from 9:00 am to 5:00 pm and shall remain open till 3:00 pm on the last day of the Bidding Period. Regulations or PO Regulations The Public Offering Regulations, 2017 Related Employees Shari ah Advisor Shari ah Certificate Related Employees mean such employees of the Issuer, the Offeror, the Joint Book Runners, the Underwriters, and the Consultant to the Issue, who are involved in the Issue. Please refer to paragraph for further details. Shari ah Advisor means a firm or a company who / that meets the fit and proper standards specified by the Commission or the State Bank of Pakistan for Shari ah advisory services. Shari ah certificate for the purpose of these Regulations includes a Shari ah pronouncement or fatwa by the Shari ah Advisor. Page 10 of 141

12 Sponsor A person who has contributed initial capital in the issuing company or has the right to appoint majority of the directors on the board of the issuing company directly or indirectly; A person who replaces the person referred above; and A person or group of persons who has control of the issuing company whether directly or indirectly. Securities Regulation Step Bid Strike Price Supplement to the Prospectus System Chapter 5 of Pakistan Stock Exchange Rule Book, titled Listing of Companies and Securities Regulation Step Bid means a series of limit bids at increasing prices. In case of a step bid the amount of each step will not be less than Rupees One Million (PKR 1,000,000) The price per ordinary share of the Offer determined / discovered on the basis of Book Building process in the manner provided in the Public Offering Regulations, 2017 at which the shares are Offered to the successful bidders. The Strike Price will be disseminated after conclusion of Book Building through publication of supplement to the Prospectus in at least all those newspapers in which the Prospectus was published and also posted on the websites of the PSX, Consultant to the Issue, Joint Book Runners and the Company. The Supplement to the Prospectus shall be published within three (3) working days of the closing of the Bidding Period at least in all those newspapers in which the Prospectus was earlier published and disseminated through the PSX where shares are to be listed An online electronic system operated by the Designated Institution for conducting Book Building. Interpretation: ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO A CAPITALIZED TERM DEFINED HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED TERM PROVIDED HEREIN. Page 11 of 141

13 Table of Contents 1 APPROVALS AND LISTING ON THE STOCK EXCHANGE VALUATION, BOOK BUILDING PROCEDURE UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES OVERVIEW, HISTORY AND PROSPECTS FINANCIAL INFORMATION MANAGEMENT MISCELLANEOUS INFORMATION APPLICATION AND ALLOTMENT INSTRUCTIONS SIGNATORIES TO THE PROSPECTUS SIGNATORIES OF THE OFFEROR INSTRUCTION FOR REGISTRATION AND BIDDING REGISTRATION FORM DUPLICATE REGISTRATION FORM BIDDING FORM ADDITIONAL PAYMENT FORM BID REVISION FORM MEMORANDUM OF ASSOCIATION APPLICATION FORM Page 12 of 141

14 1 APPROVALS AND LISTING ON THE STOCK EXCHANGE 1.1 APPROVAL OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Approval of the Securities & Exchange Commission of Pakistan (the "Commission" or the "SECP") under Section 87(2) of the Securities Act, 2015 read with Section 88(1) thereof has been obtained by Dalda for the issue, circulation and publication of this Prospectus (hereinafter referred to as the Prospectus ) vide their letter No. [xxx] Dated [dd/mm/2017]. DISCLAIMER: IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE ISSUER AND OFFEROR IN THIS PROSPECTUS. SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE, CIRCULATION AND PUBLICATION OF THE PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE OFER BEFORE BIDDING / SUBSCRIBING. 1.2 APPROVAL OF PROSPECTUS BY THE PSX The Prospectus of the Company has been approved by the PSX vide letter no. xxxx dated [mm] [dd] [yy] in accordance with the requirements of Listing of Companies and Securities Regulation. DISCLAIMER: PSX HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS APPROVAL SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING/BIDDING. THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX. THE CONTENTS OF THIS DOCUMENT DOES NOT CONSTITUTE AN INVITATION TO INVEST IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT BY PSX, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF PSX. IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE. PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANYONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES, INCOMPLETENESS AND / OR MISTAKES, FOR DECISIONS AND /OR ACTIONS TAKEN, BASED ON THIS DOCUMENT. PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER. ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT. Page 13 of 141

15 1.3 LISTING AT PSX Application has been made to PSX for permission to deal in and for quotation of the shares of the Company. If for any reason the application for formal listing is not accepted by PSX or approval for formal listing is not granted by PSX before the expiration of twenty-one days from the date of closing of the subscription period / list or such longer period not exceeding forty-two days as may, within the said twenty-one days, be notified to the applicants for permission by the PSX, the Issuer undertakes that a notice to that effect will immediately be published in the press and will refund Application Money to the applicants without surcharge as required under the provisions of Section 69 of the Companies Act. If any such money is not repaid within eight (08) days after the Company becomes liable to repay it, the Directors of the Company shall be jointly and severally liable to repay that money from the expiration of the eight day together with surcharge at the rate of two percent (2.0%) for every month or part thereof from the expiration of the eight day and, in addition, shall be liable to a penalty of level 3 on the standard scale in accordance with the provisions of sub-section (2) of Section 69 of the Companies Act. As required under sub-section (3) of Section 69 of the Companies Act, the Application Money including the Bid Money, in case of Book Building, shall be deposited and kept in a separate bank account in a scheduled bank so long as the Company may become liable to repay it under sub-section (2) of Section 69 of the Companies Act; and, if default is made in complying with the said sub-section (3), the Company and every officer of the Company who authorises or permits the default shall be liable to a penalty of level 2 on the standard scale. Page 14 of 141

16 1.4 CERTIFICATE BY THE ISSUER May 10, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi CERTIFICATE BY ISSUER We, being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that the Prospectus contains all necessary information with regard to the Issuer and the Offeror and constitutes full, true and plain disclosures of all material facts relating to the shares being offered through this Prospectus and that nothing has been intentionally concealed. The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intentions expressed herein are honestly held. There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading. For and on behalf of Dalda Foods Limited -sd- Perwaiz Hasan Khan Chief Executive Officer -sd- Rafiq-ul-Islam Chief Financial Officer Page 15 of 141

17 1.5 CERTIFICATE BY THE OFFEROR May 10, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi We, being the Chief Executive Officer and Chief Financial Officer of the Offeror accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that the Prospectus contains all necessary information with regard to the Issuer and the Offeror and constitutes full, true and plain disclosures of all material facts relating to the shares being offered through this Prospectus and that nothing has been intentionally concealed. The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intentions expressed herein are honestly held. There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading. For and on behalf of DFL Corporation (Private) Limited -sd- Perwaiz Hasan Khan Chief Executive Officer -sd- Rafiq-ul-Islam Chief Financial Officer Page 16 of 141

18 2 VALUATION, BOOK BUILDING PROCEDURE 2.1 VALUATION SECTION The shares of Dalda Foods Limited are being offered at a Floor Price of PKR 85/- per share (including of a premium of PKR 75/- per share). The Consultant to the Issue have reviewed the business performance of the Company and in their opinion the Floor Price of PKR 85/- per share is justified based on the following factors: 1. Successful Operational History Dalda Foods was incorporated in 2004 as a private limited company to acquire and manage the business related to Dalda brand which were spun off from Unilever Pakistan Limited. Since then Dalda is continuing to grow from strength to strength at the top end of the edible oils and fats category, the company launched Manpasand brand in 2006 to cater to the needs of the large middle segment of the market. Another iconic food brand with the name of Tullo was added to the company s brand portfolio, through acquisition of Wazir Ali Industries Limited in Since 2004, the Company has kept growing and had introduced various new products. A graph on the summary of operational history of Dalda Foods is shown below: 2. Financial Performance Since FY12, Dalda Foods sales grew at a compounded annual growth rate ( CAGR ) of 5.6% and gross profit grew at a CAGR of 14.5% while the profit after tax of the Company grew at a CAGR of 10.7% during the same period. The steady and consistent growth is owing to Company innovation, market development, extensive distribution reach, capacity expansion and expanding product portfolio. PKR mn 30,000 25,000 20,000 15,000 10,000 5,000 - Sales Gross Profit PKR mn 3,500 3,000 2,500 2,000 1,500 1, EBIT Profit After Tax The Company s performance is correlated with the increase in Gross Domestic Product of the country and personal incomes of the individuals, growing middle class population and growth in consumer spending. The improvement in macroeconomic indicators of the country enabled Dalda Foods to diversify into Dairy and Snacks segments. Cup Shup, tea creamer was launched in 2015, which was followed by the launch of Knock Out in Snacks category. It is expected that Dalda Foods topline would increase on account of recent expansion and improving economic conditions. Page 17 of 141

19 3. Products Qualities Dalda is the only Banaspati in Pakistan which is virtually free from harmful Trans Fats. Dalda Foods is also the only company in its category with four ISO certificates as listed below: 1. ISO for Quality. 2. FSSC for Food Safety. 3. ISO for Environment. 4. OHSAS for Occupational Health and Safety. 4. Strong Management The senior management of Dalda Foods has rich experience of operating in Pakistan and international markets which includes Europe, Far East Asia and Africa. The international best practice to run the business is deployed in Dalda Foods. With relevant experience in Food business that spans over decades, the success of the business as evidenced by strong financial performance bears testimony to the high quality management team. 5. Dividend Payout History Since FY07, Dalda Foods has been distributing dividends each year, the dividend history from FY07 to FY17 is shown below: Particulars FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 Dividend Per Share Restated* *Dividend per share are restated on the basis of existing paid up Capital (300 Million Shares). 6. Strong Distribution Network Dalda Foods has an extensive sales and distribution network spanning areas from Badin to Khunjrab covering the length and width of the country nationally. The Company covers over 150,000 retail outlets to cater to the consumer needs. To support this wide national retail coverage Dalda Foods operates 10 Distribution Centers and has over 300 Distributors. This extensive sales and distribution network is supported by a web based Management Information System (MIS) that provides timely MIS of sales and stock movement to management for speedy decisions. 7. Investment and Diversification The company always strived and determined for future business growth through investment and diversification. The backward integration project that the Company has embarked on in the year 2013 with a seed crushing capacity of 300 tons seed per day intended to reduce reliance on import of edible oil and increase business profitability. Investment in Seed extraction to increase seed crushing capacity by 500 tons seed per day will provide Dalda Foods unparalleled advantage in the banaspati and cooking oil category. Dalda has recently launched Cup Shup in dairy segment and Knock Out in snacks segment. 8. Justification Based on our review, the Consultant to the Issue is of the opinion that the historical performance of the Company, the sponsor s profile, quality of management and their business distribution network indicate sustainability of business performance in the future. Page 18 of 141

20 The proposed expansion will improve cost efficiencies, enable increased utilization of locally grown oil seeds and reduce impact of foreign exchange volatility thereby generate additional profits that will help fund future business opportunities. The Company is offering a Price-to-Earnings ( PE ) multiple of 12.5x at Floor Price of PKR 85/- per Ordinary Share based on the annualized earnings for the nine month ended 31 st, March This PE offers a substantial discount of 60% to average P/E multiple of Peer group companies of 31.2x. The information on Peer group companies PE multiple is mentioned in of this Prospectus. 2.2 BOOK BUILDING PROCEDURE Brief Offer Structure The Present Offer This Issue consists of 82,500,000 ordinary shares (25% of the total post-issue paid up capital of Dalda Foods Limited) of face value of PKR 10 each, of which, 30,000,000 (9.10% of post-issue paid up capital of Dalda Foods Limited) ordinary shares are being issued by Dalda Foods Limited and 52,500,000 (15.90% of post-issue paid up capital) ordinary shares are on offer by DFL Corporation Private Limited. The Issue is being made through the Book Building process at a Floor Price of PKR 85/- per share (including a premium of PKR 75/- per share). The Bidders shall be allowed to place Bids for hundred percent (100%) of the Issue size and the Strike Price shall be the price at which the hundred percent (100%) of the Issue is subscribed. However, the successful bidders would be allotted only seventy-five percent (75%) of the Issue size i.e. 61,875,000 shares and the remaining twenty five percent (25%) i.e. 20,625,000 shares would be offered to the retail investors. The bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by the retail investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares of the retail investors, if any, to them on pro-rata basis. In case the retail portion is fully subscribed, the bid money shall be unblocked within one (1) working day or refunded within three (3) working days from the date of confirmation of shares subscribed in the general public portion. Within three (3) working days from the close of the Bidding Period, a Supplement to the Prospectus will be published in at least all those newspapers in which the Prospectus of the Company is published. The Supplement will contain information related to the Floor Price, Strike Price, Issue Price, commitment By successful Bidders for subscribing the undersubscribed retail portion in case of hundred percent book building, category wise breakup of the successful bidders along with number of shares allocated to them, dates of public subscription and such other information as specified by the commission. Format of the Supplement is given on page 2 of this Prospectus Types of Bids and Procedure for Making a Bid Book Building is a process whereby investors Bid for a specific number of shares at various prices. Dalda Foods set a Floor Price, which is the minimum / lowest price a Bidder can Bid at. An order book of Bids from Bidders is maintained by the Joint Book Runners, which is then used to determine the Strike Price through the Dutch Auction Method. Under the Dutch Auction Method, the Strike Price is determined by lowering the Bid Price to the extent that the total number of shares offered through the Book Building process are subscribed. A bid by a Bidder can be a Limit Bid, or a Step Bid, each of which are explained below: Limit Bid: Limit bid is at the Limit Price, which is the maximum price a Bidder is willing to pay for a specified number of shares. In such a case, a Bidder explicitly states a price at which he / she / it is willing to subscribe to a specific number of shares. For instance, a Bidder may bid for 2 million shares at PKR per share, based on which the total Application Money would amount to PKR 170 million. In this case the Bid Amount will be also PKR 170 million. Page 19 of 141

21 Since the Bidder has placed a Limit Bid of PKR per share, this indicates that he / she / it is willing to subscribe the shares at a price up to PKR per share. Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of Step Bid shall not be less than PKR 1,000,000 and the amount of any individual step shall also not be less than PKR 1,000,000. Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. A Bidder may, for instance, make a bid for 0.5 million shares at PKR per share, 1 million shares at PKR per share and 1.5 million shares at PKR per share. Therefore in essence the Bidder has placed one Step Bid comprising of three Limit Bids at increasing prices. The Bid amount will be PKR 259 million. In case of individual Bidder, the Margin Money will be 100% i.e. PKR 259 million whereas in case of Bidders being Institutional Investor the Margin Money shall be 25% of the Bid amount i.e. PKR million. RESTRICTIONS: (i) (ii) (iii) (iv) AN ELIGIBLE INVESTOR SHALL NOT: (a) (b) (c) (d) (e) (f) (g) MAKE A BID BELOW THE FLOOR PRICE; MAKE A BID FOR MORE THAN 10% OF THE SHARES ALLOCATED UNDER THE BOOK BUILDING PORTION; MAKE A BID WITH A PRICE VARIATION OF MORE THAN 10% OF THE PREVAILING INDICATIVE STRIKE PRICE AS PER REGULATION 10(2)(iii) OF THE PO REGULATIONS PLACE CONSOLIDATED BID. A BID APPLICATION WHICH IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONES NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID MAKE MORE THAN ONE BID SEVERALLY OR JOINTLY, HOWEVER, A BID CAN BE REVISED UPWARDS TILL 5.00 PM ON THE LAST DAY OF THE BIDDING PERIOD REVISE BID DOWNWARD WITHDRAW BID RELATED EMPLOYEES OF THE ISSUER, CONSULTANT TO THE ISSUE AND THE JOINT BOOK RUNNERS SHALL NOT PARTICIPATE IN THE BIDDING PROCESS. NO PERSON SHALL TAKE PART IN THE BOOK BUILDING PROCESS, DIRECTLY OR INDIRECTLY SEVERALLY OR JOINTLY IN ANY MANNER OR ENGAGE IN ANY ACT OR PRACTICE WHICH CREATE A FALSE AND MISLEADING APPEARANCE OF ACTIVE BIDDING FOR RAISING OR DEPRESSING STRIKE PRICE IN THE BOOK BUILDING PROCESS. ASSOCIATES OF THE ISSUER AS DISCLOSED IN THE PROSPECTUS SHALL NOT IN AGGREGATE MAKE BIDS FOR SHARES IN EXCESS OF FIVE PER CENT OF THE BOOK BUILDING PORTION. (v) AS PER REGULATION 7(9) OF THE PO REGULATIONS, THE ASSOCIATES OF THE CONSULTANT TO THE ISSUE TO THE ISSUE AND THE JOINT BOOK RUNNERS SHALL NOT IN AGGREGATE MAKE BIDS FOR SHARES IN EXCESS OF TWO (2) PERCENT OF THE BOOK BUILDING PORTION. LIST OF ASSOCIATED COMPANIES AND UNDERTAKINGS OF THE ISSUER, NAMES OF RELATED EMPLOYEES OF THE ISSUER, CONSULTANT TO THE ISSUE AND JOINT BOOK RUNNERS ARE PROVIDED IN SECTION Once the Bidding Period has lapsed and the book has been built, the, Strike Price shall be determined on the basis of Dutch Auction Method. Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, about the Strike Price and the number of shares provisionally allotted to each of them. The bid money of Bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of Page 20 of 141

22 unsubscribed retail portion, if any, to them on pro-rata basis. Upon intimation by the Joint Book Runners of final allocation, successful institutional Bidders shall deposit their balance margin within three (3) days of such intimation. Where a successful Bidder defaults in payment of shares allotted to him / her / it, the Margin Money deposited by such Bidder shall be forfeited to the Joint Book Runners. As per regulation 9(16) of the PO Regulations, the successful Bidders shall be issued shares only after the end of the public subscription, in the form of book-entry to be credited in their respective accounts. All the Bidders shall, therefore, provide number of their accounts in the Bidding Form. The Bidders may fill-in the part of the Bidding Form under the heading, Dividend Mandate to enable the Company to directly credit their cash dividend, if any, in their respective Bank Accounts Mechanism for Determination of Strike Price 1. At the close of the Bidding Period, Strike Price shall be determined on the basis of Dutch Auction Method by the System. Under this methodology, the Strike Price is determined by lowering the price to the extent that the total number of shares offered is subscribed. 2. The Order book shall display the Bid Prices in a tabular form in descending order along with the number of shares bid for and the cumulative number of shares at each price level. 3. In case all the Bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the Bids made at the Strike Price strictly on time priority basis. The mechanism for determination of the Strike Price can be understood by the following illustration: 1. Number of shares being Offered through the Book Building: 82,500,000 Ordinary Shares 2. Floor Price: PKR 85.0 per share 3. Bidding Period: From DD/MM/2017 to DD/MM/ Bidding Time: 9:00am - 5:00pm 5. Bidding Revision Time (Upward Revision Only): 9:00am - 5:00pm on all days Bidder Price(PKR/share) Quantity Cumulative Number of shares Category of Order Institution A ,950,000 4,950,000 Limit Price Institution B ,475,000 7,425,000 Limit Price Institution C ,600,000 14,025,000 Limit Price HNWI A ,425,000 21,450,000 Step Bid Institution D ,425,000 28,875,000 Limit Price Institution E ,600,000 35,475,000 Limit Price HNWI B ,425,000 42,900,000 Limit Price HNWI A ,600,000 49,500,000 Step Bid Institution G ,425,000 56,925,000 Limit Price HNWI C ,775,000 62,700,000 Limit Price Institution F ,425,000 70,125,000 Step Bid Institution G ,568,750 75,693,750 Limit Price HNWI D ,600,000 76,725,000 Step Bid HNWI E ,775,000 82,500,000 Limit Price Institution F ,000,000 84,500,000 Step Bid Page 21 of 141

23 HNWI D ,500,000 88,000,000 Step Bid HNWI F ,500,000 89,500,000 Limit Price Strike Price determine through Dutch Auction Method On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the Strike Price would be set at PKR 88.5 per share to sell the required quantity of 82,500,000 ordinary shares. At PKR 95.0 per share, investors are willing to buy 4,950,000 shares. Since 77,550,000 shares are still available, therefore the price will be set lower. At PKR 94.5 per share, investors are willing to buy 2,475,000 shares. Since 75,075,000 shares are still available, therefore the price will be set lower. At PKR 94.0 per share, investors are willing to buy 6,600,000 shares. Since 68,475,000 shares are still available, therefore the price will be set lower. At PKR 93.5 per share, investors are willing to buy 7,425,000 shares. Since 61,050,000 shares are still available, therefore the price will be set lower. At PKR 93.0 per share, investors are willing to buy 7,425,000 shares. Since 53,625,000 shares are still available, therefore the price will be set lower. At PKR 92.5 per share, investors are willing to buy 6,600,000 shares. Since 47,025,000 shares are still available, therefore the price will be set lower. At PKR 92.0 per share, investors are willing to buy 7,425,000 shares. Since 39,600,000 shares are still available, therefore the price will be set lower. At PKR 91.5 per share, investors are willing to buy 6,600,000 shares. Since 33,000,000 shares are still available, therefore the price will be set lower. At PKR 91.0 per share, investors are willing to buy 7,425,000 shares. Since 25,575,000 shares are still available, therefore the price will be set lower. At PKR 90.5 per share, investors are willing to buy 5,775,000 shares. Since 19,800,000 shares are still available, therefore the price will be set lower. At PKR 90.0 per share, investors are willing to buy 7,425,000 shares. Since 12,375,000 shares are still available, therefore the price will be set lower. At PKR 89.0 per share, investors are willing to buy 6,600,000 shares. Since 5,775,000 shares are still available, therefore the price will be set lower. Page 22 of 141

24 At PKR 88.5 per share, investors are willing to buy 5,775,000 shares. Since after bidding for 5,775,000 shares at PKR 88.5 per share, no shares will be available therefore the Strike Price will be set at PKR 88.5 per share for the entire lot of 82,500,000 shares. The bidders who have placed Bids at prices above the Strike Price (which in this illustration is PKR 88.5 per share), will become entitled for allotment of shares at the Strike Price and the differential would be refunded. Investors who have Bid below PKR 88.5 per share do not qualify for allotment and their money would be refunded. In case all the Bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the Bids made at the Strike Price strictly on time priority basis. In case bids received at the Strike Price exceeds the number of shares allocated under the Book Building, then preference will be given to the Bidders who have made the bid earlier. Only 75% of the total shares offered through Book Building shall provisionally be allocated to the successful Bidders. The Bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by the retail investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares by the retail investors, if any, to them on pro-rata basis. In case the retail portion is fully subscribed, the bid money shall be unblocked within one (1) working day or refunded within three (3) working days from the date of confirmation of shares subscribed in the general public portion Timeframe for Intimation to the Successful Bidders and Mechanism for Payment of the Balance Amount by the Successful Bidders Successful bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, the Strike Price and the number of shares provisionally allotted to each of them. Upon intimation by the Joint Book Runners of final allocation, successful institutional bidders shall deposit their balance margin within three (03) days of such intimation. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Joint Book Runners Consultant to the Issue to the Issue Arif Habib Limited has been appointed by the Issuer and the Offeror as Consultant to the Issue Joint Book Runners Habib Bank Limited and Bank Alfalah Limited have been appointed as Joint Book Runners to this Issue. As per the clause (3) of Public Offering (Regulated Securities Activities Licensing) Regulations, 2017, if a person registered as an underwriter prior to coming into force of Public Offering (Regulated Securities Activities Licensing) Regulations, 2017, shall be deemed to be licensed as an underwriter under these Regulations and shall comply with all the requirements of these Regulations within a period of one year from the date of coming into force of these Regulations Interest of Consultant to the Issue and Joint Book Runners to the Issue, Issuer and the Offeror Other Than Their Role as a Consultant to the Issue and Joint Book Runners Arif Habib Limited has been appointed by Dalda Foods as the Consultant to the Issue and Habib Bank Limited and Bank Alfalah Limited have been appointed as Joint Book Runners to this Issue. The Consultant to the Issue and Joint Book Runners are deemed to be interested to the extent of fees payable to them by Dalda Foods for the services of Consultant to the Issue and Joint Book Runners to the Issue. HBL is also a lender of the company and maintains customary banking relationship The Consultant to the Issue and Joint Book Runners have no other interest in any property or profits of the Company. Page 23 of 141

25 Responsibilities of the Joint Book Runners The Joint Book Runners to the Issue shall be responsible to: 1. Ensure that necessary infrastructure and electronic system is available to accept bids and to conduct the whole Book Building process in a fair, efficient and transparent manner; 2. Ensure blocking, where required, of bid and Margin Money of the Bidders in their respective accounts; 3. The Joint Book Runners must be financially capable for honoring its commitments arising out of defaults by their investors, if any; 4. Use the software provided by the Designated Institution for the Book Building on such terms and conditions as may be agreed through an agreement in writing; 5. Ensure that the software used for Book Building is based on Dutch Auction Method for display of the order book in descending order and determination of the strike price; 6. Ensure that the bidders can access to the System and can revise their bids electronically using the user ID and the password; 7. Ensure that it has obtained list and Unique Identification Numbers ( UINs ) of the associates of the Issuer, Offeror, Consultant to the Issue and Joint Book Runners to the Issue; 8. Ensure that names and UINs of all the persons are entered and capped in a manner as prescribed in the Public Offering Regulations, 2017 before commencement of the Bidding Period; 9. Ensure that no bid or bids exceeding five per cent (5%), in aggregate, is or are made by the associated companies and associated undertakings of the Issuer and Offeror; 10. Ensure that it has blocked all UINs and names of all related employees for participation in the bidding. 11. Enter into an underwriting agreement with the Issuer with respect to underwriting of the Book Building portion for covering the default risk. 12. At least establish bid collection centers in Islamabad, all the provincial capitals, Azad Kashmir and Gilgit/ Baltistan. 13. Maintain record of all the bids received; and 14. Ensure that all the Bids received in the Bid Collection Centers are entered into the Book Building System within the prescribed time. Bid Collection Centers Joint Book Runners has established bid collection centers at the following addresses (direct & fax numbers in all centers): Contact Officer: Direct No.: PABX No.: Fax No.: Postal Address: Karachi Contact Officer: Lahore Islamabad Page 24 of 141

26 Mobile No.: Fax No.: Postal Address: Contact Officer: Mobile No.: Direct: PABX: Fax No.: Postal Address: Peshawar Quetta Contact Officer: Mobile No.: Direct: PABX: Fax No.: Postal Address: Gilgit/Baltistan Azad Kashmir Roles and Responsibilities of Designated Institution PSX being provider of the Book Building System (Designated Institution), shall ensure that Book Building System shall smoothly perform following functions: 1. Record name, UIN, National Tax Number (NTN), postal and addresses, land line and cell numbers, bank account number and branch address and Investor Account Number or Sub-Account Number of the bidder with participant account number; 2. Provide a mechanism for registration of the bidders at least three days before commencement of the bidding period till 03:00 p.m. on the last day of the Bidding Period and require the investors to provide at least such information as mentioned above; 3. Generate bidders Internet Protocol (IPs) address and keep record of all IP addresses from where the bids are placed; 4. Record the number of shares bid for, the Bid Price, type of the bid i.e. Limit Bid or Step Bid, date and time of the entry of the bid; 5. Display the bids revised upward, and date and time of upward revision; 6. Not accept the bids placed at a Bid Price that is below the Floor Price; 7. Display live the total number of shares offered for sale, the Floor Price, total number of Bids received, total number of shares Bid for, indicative Strike Price and Bidding Range; 8. Build an order book showing demand for the shares at various price levels in a descending order along with the accumulated number of shares Bid for and percentage of total shares offered under the Book Building Portion; Page 25 of 141

27 9. Discover the Strike Price at the close of the Bidding Period; 10. Generate alerts for the Bidders via Short Message Service ( SMS ) through cell phones and s upon entry of the Bid, at the time of upward revision of the Bid, and upon discovery of the Strike Price; and 11. Ensure that system must provide the Bidders the option to upward revise their Bids online or through the Joint Book Runners during the period permitted under PO Regulations. PSX shall ensure that: Identity of the Bidder is not displayed; and No Bids is entered into the System after closing of the Biding Period Roles and Responsibilities of the Issuer The issuer shall ensure that: 1. The Issuer, its sponsors, promoters, substantial shareholders, directors and associates shall have no over dues or defaults, irrespective of the amount, appearing in the report obtained from the credit information bureau; 2. The Issuer or its directors, sponsors or substantial shareholders should not have held the office of the directors, or have been sponsors or substantial shareholders in any company, I. Which had been declared defaulter by the PSX; or II. Whose TRE certificate has been cancelled or forfeited by the PSX; or III. Which has been de-listed by the PSX due to non-compliance of its regulations. 3. The Consultant to the Issue, Joint Book Runners, Underwriter, Balloter and Share Registrar and Banker to the Issue, where required, are appointed through separate agreements in writing. 4. It has submitted through its Consultant to the Issue, an application along with draft Prospectus for listing of its securities to the PSX Opening and Closing of Registration Period The Registration period shall be for [days] ( ) working days i.e. DD/MM/2017 to DD/MM/2017 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on DD/MM/2017. DD/MM/2017 DD/MM/2017 DD/MM/2017 DD/MM/2017 DD/MM/2017 REGISTRATION PERIOD 9:00am to 5:00pm 9:00am to 5:00pm 9:00am to 5:00pm 9:00am to 5:00pm 9:00am to 3:00pm Opening and Closing of the Bidding Period The Bidding Period shall be for Two (2) working days i.e. DD/MM/2017 and DD/MM/2017. The bidding will commence at 09:00 am and shall close at 05:00 pm on both days. BIDDING PROCESS STARTS ON BIDDING PROCESS ENDS ON DD/MM/2017 (9:00 AM to 5:00 PM) DD/MM/2017 Page 26 of 141

28 (9:00 AM to 5:00 PM) Eligibility to Participate In Bidding Eligible Investors who can place their bids in the Book Building process includes local and foreign Individual and Institutional Investors whose Bid Amount is not less than PKR 1,000,000 (Rupees One Million only) Information for Bidders 1. The Prospectus for Offer of Shares has been duly cleared by PSX and approved by SECP. 2. The Prospectus, Registration Forms, the Bidding Forms and Bid Revision Forms can be obtained from the Registered Office of Dalda Foods, Joint Book Runners, and Consultant to the Issue and the designated Bid Collection Centers. Prospectus, Registration Forms, Bidding Forms and Bid Revision Forms can also be downloaded from the following websites of Consultant to the Issue, Joint Book Runners and the Company: and 3. Eligible Investors who are interested in subscribing to the ordinary shares should approach the Joint Book Runners at the addresses provided in paragraph for registration for submitting their Bids. 4. THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE ADDRESSES PROVIDED IN PARAGRAPH FOR DETAILS ON THE PROCEDURE OF REGISTRATION PLEASE REFER TO PARAGRAPH THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON, THROUGH FAX NUMBERS GIVEN IN PARAGRAPH OR THROUGH THE ONLINE SYSTEM USING THE USER ID AND PASSWORD ISSUED AT THE TIME OF REGISTERATION OF ELIGIBLE INVESTOR. 6. REGISTERED INVESTORS CAN PLACE AND, CAN ONLY REVISE THEIR BIDS UPWARD BY ACCESSING THE PSX ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID AND PASSWORD COMMUNICATED TO THEM VIA BY PSX 7. EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY ALONG WITH THE REGISTRATION FORM. IT MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY SHALL BE ACCEPTED BY THE JOINT BOOK RUNNERS ALONG WITH EACH ADDITIONAL PAYMENT FORM. 8. ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF [ ] and [ ] CAN USE THE ONLINE TRANSFER FACILITY (PAY ORDER OR DEMAND DRAFT MAY BE DEPOSITED AT ANY BRANCH OF HBL & BAFL AND EVIDENCE TO BE SUBMITTED TO THE JOINT BOOK RUNNERS) TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT [ ] and [ ] Bidders Registration Form and Procedure for Registration 1. A standardized Registration Form has been prescribed by Dalda Foods for registration of Bidders. The Registration Form shall be submitted, duly filled in, at the Bid Collection Centers in person on addresses given in paragraph 2.4 on the standard Registration Form. The Registration Form shall be serially numbered at the Bid Collection Centers and date and time stamped at the time of collection of the same from the Bidders. 2. Upon completion and submission of the Registration Form, the Bidders are deemed to have authorized the Dalda Foods to make necessary changes in the Prospectus as would be required for finalizing and publishing the Supplement to the Prospectus in the newspapers in which Prospectus was published and filing the Supplement with the PSX and the SECP, without prior or subsequent notice of such changes to the Bidders. 3. The registration procedure under the Book Building process is outlined below: Page 27 of 141

29 The Registration period shall be for [ ] (x) working days i.e. DD/MM/2017 to DD/MM/2017 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on DD/MM/2017. The Registration Form shall be issued in duplicate signed by the Bidder and countersigned by the Joint Book Runners, with the first copy for the Joint Book Runners, and the second copy for the Bidder. The Registration Form shall be duly filled in and signed in duplicate and submitted at the Bid Collection Centers in person, through representative or through fax on addresses and numbers given in paragraph Upon registration of the bidders in the System by the Joint Book Runners, PSX shall assign and communicate the User ID and password to the Bidders via on the address provided by them in the Registration Form. The Joint Book Runners may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Joint Book Runners shall not be challengeable by the Bidder or its associates. Bid Amount / Margin Money shall be deposited along with the Registration Form through demand draft, pay order or online transfer. In case of Online Transfer, the Bidders are requested to submit a bank receipt evidencing transfer of the bid money into the designated bank account. Please note that cash must not be deposited either directly or through online transfer in the designated bank account. The pay order shall be made in favor of Dalda Foods Limited Book Building. For online transfer the payment shall be made into [Account Number] being maintained in Bank Al Habib Limited [ ] [Branch] and [account number] being maintained Habib Metropolitan Bank Limited [ ] [Branch] with the Account Title Dalda Foods Limited Book Building. Please note that online transfer facility shall only be allowed to the account holders of Bank Al Habib Limited and Habib Metropolitan Bank Limited. Please note that third party instruments will not be accepted for Margin Money. o In case of intra city payment instruments, the bidders shall ensure that the payment instruments are made Payable at any Branch. Intra city payment instruments that are not made Payable at any Branch will not be accepted. The Joint Book Runners shall collect an amount of 100% of the Application Money as Margin Money in respect of bids placed by Individual Investors. The Joint Book Runners shall collect an amount of not less than 25% of the Application Money as Margin Money in respect of bids placed by Institutional Investors. The Bidder shall provide a valid address in the Registration Form so that the relevant ID and password can be ed to them upon registration. The Bidders can use the User ID and password to directly place, revise (upward only) their bids online. The successful Bidders shall be issued shares only in the form of book-entry to be credited in their respective CDS accounts. All the bidders shall, therefore, provide their CDS account numbers in the bid application and Registration form Procedure for Bidding 1. A standardized Bidding Form has been prescribed by Dalda Foods. Page 28 of 141

30 2. Registered Investors can submit their Bids in person or through representatives at the Bid Collection Centers during the bidding dates or can place their Bids online at using the user ID and password received by them over upon registration with the Joint Book Runners. 3. The bidding procedure under the Book Building process is outlined below: Bids can be placed at either at the Limit Price or as a Step Bid. The minimum size of a Limit Bid by an Eligible Investor shall not be less than PKR 1,000,000/- (Rupees One Million) and in case of a Step Bid, the amount of any step shall also not be less than PKR 1,000,000/- (Rupees One Million). The investors may place their Bids through any of the Bid Collection Centers established pursuant to the requirements of sub-regulation 10 of regulation 8 of the PO Regulations. Please see para for addresses and contact detail of persons at the Bid Collection Centers. The persons at the Bid Collection Centers shall vet the Biding Forms and accept only such Biding Forms that are duly filled in and supported by pay order, demand draft or a bank receipt evidencing transfer of the Bid Money into the designated bank account. On receipt of bid application in accordance with PO Regulations, the Joint Book Runners shall enter Bid into the System and issue to the Bidder an electronic receipt bearing name of the Joint Book Runners, name of the Bidding Center, date and time. The bidding shall commence from 09:00 a.m. and close at 05:00 p.m. on all days of the Bidding Period. The bids shall be collected and entered into the system by the Book-Runner till 05:00 p.m. on the last day of the bidding period. The Bidders shall have the right; o to revise their Bids upwards any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period. The Bidders shall not make any downward revision or withdraw their Bids as per Clause 10(2)(vi) of the Regulations. The Joint Book Runners shall collect full amount of the Bid Amount as Margin Money in respect of bids placed by the individual investors and not less than twenty five percent (25%) of the Bid Amount as Margin Money in respect of bids placed by the Institutional Investors. Payment of Margin Money shall be accepted only through demand draft, pay order or online transfer and third party payment instruments shall not be accepted. The Joint Book Runners may on its own discretion accept a bid without Margin Money, provided the Book Building Portion is fully underwritten at least at the Floor Price by the Joint Book Runners. The Joint Book Runners may reject any Bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such Bidder. The decision of the Joint Book Runners shall not be challengeable by the Bidder or its associates. PSX shall, through the system, display live throughout the Bidding Period an order book in descending order showing demand for shares at various prices and the accumulated number of shares bid for along with percentage of the total shares offered (the Order Book ). The Order Book should also show the bids revised upward. The Order Book shall be accessible through websites of PSX. Page 29 of 141

31 At the close of the Bidding Period, the Strike Price shall be determined on the basis of the Dutch Auction Method. Once the Strike Price is determined, all those Bidders whose Bids are found successful shall become entitled for allotment of shares. The Bidders who have made Bids at prices above the Strike Price shall be allotted shares at the Strike Price and the differential shall be refunded. In case all the Bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the Bids made at the Strike Price strictly on time priority basis as per clause 7(xix)(b) of the First Schedule of the PO Regulations. The procedure for allotment of shares to successful Bidders is mentioned in sections , of this Prospectus. The Bidders who have made Bids below the Strike Price shall not qualify for allotment of shares and the Joint Book Runners shall intimate their respective banks for unblocking, where required, their bid money within one (1) working day of the close of the Bidding Period and in case of refund, the refunds to such bidders shall be made within three (3) working days from the close of the bidding period. Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, the Strike Price and the number of shares provisionally allotted to each of them. The successful Bidders shall be intimated by the Joint Book Runners of their final allocation after subscription of the retail portion of the Issue. In case the retail portion of the Issue is not fully subscribed, the unsubscribed shares shall be allotted to the successful bidders on prorate basis. In case the retail portion of the Issue is oversubscribed, the portion allocated to Book Building investors at strike price shall be allotted to the retail investors in the manner given in para Upon intimation by the Joint Book Runners of final allocation, successful institutional Bidders shall deposit their balance margin within three (3) days of such intimation. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Joint Book Runners. Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be credited at the time of credit of shares out of the retail portion. The successful Bidders shall be issued shares only in the form of book-entry to be credited in their respective CDS accounts. All the Bidders shall, therefore, provide their CDC account numbers in the Registration Form. PSX shall continue to display on its website, the data pertaining to the Book Building and determination of the Strike Price for a period of at least three (03) working days after closure of the Bidding Period. The Book-Runner shall ensure that subscription money received against the Bids accepted shall not be released to Dalda Foods and DFLC by the Banker to the Book Building Portion until: o o credit or of all shares allotted to retail investors; and issuance of NOC by the PSX Page 30 of 141

32 Payment for Book Building Portion Dalda Foods has opened two bank accounts for collection of Applications Money related to the Book Building portion. The Bidders shall draw a demand draft, pay order favoring Dalda Foods Limited Book Building or Online Transfer of the Bid Money into the respective Book Building account [Account Number] maintained at Bank Al Habib Limited and [Account Number] maintained at Habib Metropolitan Bank Limited and submit the demand draft, pay order or bank receipt at the designated Bid Collection Centers either in person or through facsimile along with a duly filled in Registration Form. For online transfer the payment shall be made into the account [Account Number] being maintained at Bank Al Habib Limited [Branch] and [Account Number] being maintained at Habib Metropolitan Bank Limited [Branch] with the Account Title Dalda Foods Limited Book Building. Please note that online transfer facility shall only be allowed for Bank Al Habib Limited and Habib Metropolitan Bank Limited customers. CASH MUST NOT BE SUBMITTED WITH THE REGISTRATION/ BIDDING FORM AT THE BID COLLECTION CENTER NOR DEPOSITED DIRECTLY OR VIA ONLINE TRANSFER IN THE DEISGNATED BANK ACCOUNTS. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE TRANSFER DRAWN / TRANSFER IN FAVOR OF DALDA FOODS LIMITED BOOK BUILDING IN A MANNER ACCEPTABLE TO THE JOINT BOOK RUNNERS. PLEASE NOTE THAT THE THIRD PARTY PAYMENT INSTRUMENTS WILL NOT BE ACCEPTED. The Collection Banks shall keep and maintain the bid money in the said account. Once the Strike Price is determined and list of successful bidders/allottees is finalized, the Consultant to the Issue, after obtaining NOC from PSX, may request in writing to the Collection Banks for transfer of the money of successful and accepted applications to the Issuer s account(s). Payment Procedure: The payment procedures for a Limit Bid or a Step Bid are explained below: PAYMENT FOR LIMIT BID If investors are placing their Bids as a Limit Bid then they shall deposit the Margin Money based on the number of shares they are bidding for at their stated Bid price. For instance, if an investor is applying for 2 million shares at a price of PKR per share, then the total Application Money would amount to PKR 170 million. In such a case, (i) Individual Investor shall deposit PKR 170 million in the Book Building account as the Bid Money which is 100% of PKR 170 million; and (ii) Institutional Investor shall deposit at least PKR 42.5 million in the Book Building account as the Margin Money which is 25% of PKR 170 million. PAYMENT FOR STEP BID If an investor is placing a Step Bid which is a series of Limit Bids at increasing prices, then he/she/it shall deposit the Margin Money / Bid Money based on the total number of shares he/she/it is bidding for at his/her/its stated Bid prices. For instance, if the investor Bids for 0.50 million shares at PKR per share, 1.00 million shares at PKR per share and 1.50 million shares at PKR per share, then in essence the investor has placed one Step Bid comprising three limit Bids at increasing prices. The Application Money would amount to PKR 259 million, which is the sum of the products of the number of shares Bid for and the Bid price of each limit Bid. In such a case, (i) Individual Investors shall deposit PKR 259 million in the Book Building Account as Margin Money which is 100% of PKR 259 million and (ii) Institutional Investors shall deposit at least PKR million in the Book Building Account as Margin Money which is 25% of PKR 259 million. Page 31 of 141

33 Payment by Foreign Investors Companies are permitted under paragraph 6 (with specific reference to sub para (B) (I)) of Chapter 20 of the State Bank of Pakistan s ( SBP ) Foreign Exchange Manual (the Manual ) to issue shares on repatriation basis to nonresidents who are covered under paragraph 6 (A) of Chapter 20 of the Manual, i.e. (I) A Pakistan national resident outside Pakistan, (II) A person who holds dual nationality including Pakistan nationality, whether living in or outside Pakistan, (III) A foreign national, whether living in or outside Pakistan and (IV) A firm (including a partnership) or trust or mutual fund registered and functioning outside Pakistan, excluding entities owned or controlled by a foreign government, provided the issue price, is paid in foreign exchange through normal banking channel by remittance from abroad or out of foreign currency account maintained by the subscriber/purchaser in Pakistan. Non-residents who wish to bid for the subscription of shares being offered via book building can remit the subscription money through an Authorized Dealer directly to the Book Building accounts opened by the Company as given in para of this Prospectus, however, those non-residents who wish to subscribe shares out of the general public portion may contact any of the bankers to the issue (retail portion) for taking instructions regarding payment of subscription money against shares offered to general public / retail investors. List of Bankers to the Issue for retail portion is available on page 1 and para 7.4 of this Prospectus. The shares issued to non-resident shareholders shall be intimated by the Company to the designated Authorized Dealer, along with the documents prescribed in the Manual within 30 days of issue. Non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual do not require SBP s approval to invest in the shares being issued in terms of this Prospectus. Furthermore, under paragraph 7 (vii) of Chapter 20 of the Manual the Authorized Dealer shall allow repatriation of dividends, net of applicable taxes and proceeds on sale of listed shares (i.e. divestment proceeds) not exceeding the market value less brokerage/commission on provision of prescribed documents. Payments made by non-residents shall be supported by proof of receipt of foreign currency through normal banking channels. Such proof shall be submitted along with the Application by the non-residents Procedure for Rejections of Bids In terms of regulation 9(7) of PO Regulations, the Joint Book Runners may reject any Bid placed by a Bidder for reasons to be recorded in writing provided the reason of rejection is disclosed to such Bidder. Decision of the Joint Book Runners shall not be challengeable by the Bidder or any of its associates Time Frame for Upward Revision of Bids by the Bidder The registered investors may revise their Bids upward any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period. An investor will not be allowed to place or revise a Bid with a price variation of more than 10% of the prevailing indicative strike price. NO WITHDRAWAL OF BID OR DOWNWARD REVISION IS ALLOWED Procedure for Withdrawal of Offer 1. According to regulation 8(16) of the PO Regulations, in case the Issuer does not receive Bids for the number of shares allocated under the Book Building Portion at the Floor Price, the Issue shall be cancelled and the same shall be immediately intimated to the Commission, PSX and the Designated Institution and the Margin Money shall be refunded to the Bidders immediately but not later than three (03) working days of the closing of the Bidding Period. 2. According to regulation 8(17) of the PO Regulations, Book Building process will be considered as cancelled if the total number of Bids received is less than forty (40). Page 32 of 141

34 Basis of Allotment of Shares Bidders shall be allowed to place Bids for one hundred percent (100%) of the Issue size and the Strike Price shall be the price at which one hundred percent (100%) of the Issue is subscribed via the Dutch Auction Method. Once the Strike Price is determined, all those Bidders whose Bids have been found successful shall be provisionally allotted 75% of the Issue size i.e. 61,875,000 Ordinary Shares. In order to be a successful Bidder in the Book Building process, the Bid price would either be higher than the Strike Price or at the Strike Price. For allocation of shares via Book Building, priority shall be given to the Bids placed at the highest price. The Bidders, who have made Bids at prices above the Strike Price, will be provisionally allocated seventy-five (75%) of the shares successfully Bid for, at the Strike Price. The differential between the Bid price and Strike Price, would be refunded based on the total number of shares Bid for. Bidders who had placed Bids at the Strike Price will be provisionally allotted seventy-five (75%) of the shares successfully Bid for, at the Strike Price, strictly on time priority basis. Bids made below the Strike Price shall not qualify for allotment of shares and their Margin Money will be refunded. The final allotment of shares to the successful Bidders of the Book Building process would be determined after the determination of the extent of under subscription or over subscription of the remaining twenty-five (25%) offered to the retail investors at the Strike Price. In the event the retail portion is undersubscribed, the unsubscribed portion would be allotted to the successful Bidders in the Book Building process, on a pro-rata basis. Any excess funds after subscription of the unsubscribed portion would be refunded to the Bidders. As per the regulation 7(3) of the PO Regulations, in case retail portion of the offer size is oversubscribed, the portion allocated to book building investors at strike price shall be allotted to the retail investors in the manner given below: Percentage of the offer size to be allotted to retail # Times retail portion oversubscribed investors out of book building portion on proportionate basis 1 10 to 20 times 10% 2 21 to 30 times 15% 3 31 times or more 30% Final allotment of shares out of the Book Building portion shall be made after subscription of the retail portion and receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be issued simultaneously with issuance of shares to retail investors, in the form of book-entry to be credited in their respective accounts. All the Bidders shall, therefore, provide number of their respective CDS accounts in the Bid application as required under regulation 9(16) of the PO Regulations Refund of Margin Money The Bidders who have made Bids below the Strike Price shall not qualify for allotment of securities and the Joint Book Runners shall intimate their respective banks for unblocking, where required, their bid money within one (1) working day of the close of the Bidding Period as required under regulation 9(13) of the PO Regulations; and in case of refund, the refunds to such bidders shall be made within three (3) working days from the close of the bidding period.. Page 33 of 141

35 The Bid Money of Bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of unsubscribed retail portion, if any, to them on pro-rata basis Publication of Supplement to the Prospectus In accordance with the regulation 11(1) of the PO Regulations within three (3) working days of the closing of the Bidding Period, a Supplement to the Prospectus shall be published at least in all those newspapers in which the Prospectus was earlier published and the same shall be disseminated through the PSX. The Supplement to the Prospectus would contain information relating to the Floor Price, Strike Price, the Issue Price, Category-wise breakup of the successful Bidders along with the number of shares provisionally allocated to them. The format of the Supplement to the Prospectus is given on page 2 of this Prospectus. Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the Prospectus but not earlier than seven (7) days of such publication Ten Percent (10%) Price Variation An investor will not be allowed to place or revise upward a Bid with a price variation of more than ten percent (10%) of the prevailing Indicative Strike Price subject to Floor Price i.e. Bid Price must not be below the Floor Price. Please note that the Indicative Strike Price may not be constant and may keep on changing during the Bidding Period. Therefore, the 10% range will also change with the Indicative Strike Price. For Example, if the floor price is PKR 85.0 per share and Indicative Strike Price at any given point in time during the bidding period is PKR 85.0 per share, registered bidders may place or revise upward their bids from PKR 85.0 per share to PKR 93.5 per share. If at any given point in time during the bidding period, the Indicative Strike Price changes from PKR 85.0 per share to PKR 90.0 per share, the registered bidders may place or upward make upward revision of their bids from PKR 90.0 per share to PKR 99.0 per share. Please note that the 10% range on the lower side cannot go below the floor price. The price range of 10% applicable at any given point in time during the bidding period will also be displayed on the bid screen available at the websites of PSX Restriction on Downward Revision or Withdrawal of Bids by the Bidders The bidders shall not make downward revision or withdraw their Bids as restricted under regulation (10)(2)(vi) of the PO Regulations Associated Undertakings and Companies of the Issuer and Offeror Name of Company Status CUIN NTN DFL Corporation (Pvt.) Ltd. Holding Company Oil Processors and Refiners (Pvt.) Ltd. Associated Company Mapak Edible Oils (Pvt.) Ltd. Associated Company Shakoo (Pvt.) Ltd. Associated Company Mapak Qasim Bulkers (Pvt.) Ltd. Associated Company Dalda Foundation (Trust) Associated Company FKW Global Commodities (Pvt.) Ltd. Associated Company FWQ Enterprises (Pvt.) Ltd. Associated Company Sofian Business Corporation (Pvt.) Ltd Associated Company Mehran Sugar Mills Limited Associated Company Page 34 of 141

36 Bulk Management (Pakistan) Ltd Associated Company F&B Bulk Storage (Pvt.) Ltd Associated Company Cumberland (Pvt.) Ltd Associated Company CAS Management (Pvt.) Ltd Associated Company Trading Enterprises (Pvt.) Ltd Associated Company Westbury (Pvt.) Ltd Associated Company Wazir Ali Industries Ltd. Subsidiary Company Wazir Ali Ventures (Pvt.) Ltd. Subsidiary Company Note: As required under regulation 5(8) of the PO Regulations, the associated companies and associated undertakings of the Issuer and Offeror shall not in aggregate make Bids for shares in excess of 5% of the Book Building Portion. Related Employees of the Issuer S. No Name of Employees Designation 1 Mr. Mohammad Bashir Janmohammad Director and Chairman 2 Mr. Perwaiz Hasan Khan Executive Director and CEO 3 Mr. Abdul Rasheed Janmohammad Dawood Non-Executive Director 4 Mr. Abdus Samad Executive Director 5 Mr. Muhammad Ashraf Kothari Non-Executive Director 6 Mr. Inam Bari Executive Director 7 Mr. Mohammad Rabbani Executive Director 8 Mr. Perwaiz Masud Ansari Executive Director 9 Mr. Usama Mahmood Khan Ghouri Executive Director 10 Mr. Jahangir Abdullah Rasheed Non-Executive Director 11 Ms. Farhat Rasheed Non-Executive Director 12 Mr. Rafiq-ul-Islam Chief Financial Officer 13 Ms. Roxanne Mehta Company Secretary 14 Mr. Ali Mobin Manager Taxation 15 Mr. Naushad Tejani Manager Management Accounts 16 Ms. Amyna Saleem Executive Secretary 17 Mr. Hamza Mansoor Assistant Manager Finance Related Employees of the Offeror S No Name of Employees Designation 1 Mr. Mohammad Bashir Janmohammad Director and Chairman 2 Mr. Perwaiz Hasan Khan Executive Director and CEO 3 Mr. Abdul Rasheed Janmohammad Dawood Non-Executive Director 4 Mr. Abdus Samad Executive Director 5 Mr. Muhammad Ashraf Kothari Non-Executive Director 6 Mr. Inam Bari Executive Director 7 Mr. Mohammad Rabbani Executive Director Page 35 of 141

37 8 Mr. Perwaiz Masud Ansari Executive Director 9 Mr. Usama Mahmood Khan Ghouri Executive Director 10 Mr. Jahangir Abdullah Rasheed Non-Executive Director 11 Ms. Farhat Rasheed Non-Executive Director 12 Mr. Rafiq-ul-Islam Chief Financial Officer 13 Ms. Roxanne Mehta Company Secretary Related employees of the Joint Book Runners & Consultant to the Issue S. No Name Designation Related Employees of Arif Habib Limited as a Consultant to the Issue 1 Mr. Shahid Ali Habib Chief Executive Officer 2 Mr. Syed Kashif ul Hassan Shah MD, Investment Banking 3 Mr. Rafique Bhundi Sr. Vice President, Investment Banking 4 Mr. Ahmed Rajani Vice President, Investment Banking 5 Mr. Syed Saquib Ali Vice President, Investment Banking 6 Mr. Dabeer Hasan Sr. Associate, Investment Banking 7 Mr. Ammad Tahir Sr. Associate, Investment Banking 8 Mr. Abdul Qadir Associate, Investment Banking 9 Ms. Hamda Shahid Senior Analyst, Investment Banking 10 Mr. Yasir Abbas Senior Analyst, Investment Banking 11 Mr. Omair Talib Marghoob Analyst, Investment Banking 12 Mr. Mohsin Javed Management Trainee Officer 13 Mr. Saeed Ahmed Officer, Investment Banking Related Employees of Habib Bank Limited as one of the Joint Book Runner 14 Mr. Khurram Iqbal Khan Head, Advisory Capital Markets & Syndications 15 Mr. Imaad Ud Din Unit Head, Advisory & Equity Capital Markets, 16 Mr. Syed Farooq Najam Senior Associate, Advisory & Equity Capital Markets 17 Mr. Tariq Bin Eijaz Associate, Advisory & Equity Capital Markets 18 Mr. Abdullah Muhammad Farooq Senior Analyst, Advisory & Equity Capital Markets 19 Mr. Abdul Ahad Rehman Analyst, Advisory & Equity Capital Markets Related Employees of Bank Alfalah Limited as one of the Joint Book Runner 20 Mr. Imtiaz Gadar DGM / Head Public Markets 21 Mohammad Yasir Khan Vice President - Public Markets 22 Muhammad Zeeshan Vice President - Public Markets 23 Kamran Khawaja Vice President - Public Markets Note: 1. As per the regulation 7(9) of the PO Regulations, the associates of the Consultant to the Issue and the Joint Book Runners shall not in aggregate make Bids for shares in excess of two (2) percent of the Book Building Portion. 2. As required under regulation 20(10) of the PO Regulations, Related Employees of the Issuer, Offeror, Consultant to the Issue and the Joint Book Runners shall not participate in the Bidding for shares. Page 36 of 141

38 Statement by the Issuer July 04, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of Dalda Foods Limited, we hereby confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is stated in Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed. For and on behalf of Dalda Foods Limited -sd- Perwaiz Hasan Khan Chief Executive Officer -sd- Rafiq-ul-Islam Chief Financial Officer Page 37 of 141

39 Statement by Offeror July 04, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of the DFL Corporation (Private) Limited, we hereby confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is stated in Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed. For and on behalf of DFL Corporation (Private) Limited -sd- Perwaiz Hasan Khan Chief Executive Officer -sd- Rafiq-ul-Islam Chief Financial Officer Page 38 of 141

40 Statement by Consultant to the Issue June 19, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi Being mandated as Consultant to the Issue to the listing of Dalda Foods Limited through the Book Building process, we hereby confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017, and the Listing of Companies and Securities Regulations of PSX Rule Book has been disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting documents is true and correct to the best of my knowledge and belief and that nothing has been concealed. For and on behalf of Consultant to the Issue -sd- Syed Saquib Ali Vice President Investment Banking Statement by Joint Book Runners June 19, 2017 Page 39 of 141

41 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi Being mandated as Joint Book Runners to the listing of Dalda Foods Limited through the Book Building process, we confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017, the Listing of Companies and Securities Regulations of PSX Rule Book has been disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting documents is true and correct to the best of my knowledge and belief and that nothing has been concealed. For and on behalf of Joint Book Runners -sd- Khurram Iqbal Khan Head Advisory Capital Markets & Syndications -sd- Imtiaz Gadar DGM Head of Public Markets Page 40 of 141

42 2.3 SHARE CAPITAL AND RELATED MATTERS Share Capital No. of shares Face Value (PKR) Premium (PKR) Total (PKR) AUTHORIZED CAPITAL 400,000,000 Ordinary shares of Rs. 10/- each 4,000,000,000-4,000,000,000 ISSUED, SUBSCRIBED, & PAID UP CAPITAL Ordinary shares of Rs. 10/- each 300,000,000 fully paid in cash 3,000,000,000 1,200,000,000 4,200,000,000 ISSUED, SUBSCRIBED & PAID-UP CAPITAL OF DALDA FOODS LIMITED AS OF APRIL 15 th, 2017: No. of shares Shares held by Holding Company Face Value (PKR) Percentage held (%) 299,999,989 DFL Corporation (Private) Limited 2,999,999, % Shares held by Directors of the Company/ Nominees of DFLC 1 Mr. Mohammad Bashir Janmohammad % 1 Mr. Perwaiz Hasan Khan % 1 Mr. Abdul Rasheed Janmohammad Dawood % 1 Mr. Abdus Samad % 1 Mr. Usama Mahmood Khan Ghouri % 1 Mr. Perwaiz Masud Ansari % 1 Mr. Mohammad Rabbani % 1 Mr. Inam Bari % 1 Mr. Muhammad Ashraf Kothari % 1 Mr. Jahangir Abdullah Rasheed % 1 Ms. Farhat Rasheed % 300,000,000 Total Paid up Capital 3,000,000, % PRESENT ISSUE OF ORDINARY SHARES DESCRIPTION No. of shares 52,500,000 Description Offer of Shares by DFL Corporation Private Limited by way of Offer for Sale Face Value (PKR) Premium (PKR) Total Value (PKR) 525,000,000 [xx] [xxxxxxxx] 30,000,000 Initial Public Offer by Dalda Foods Limited 300,000,000 [xx] [xxxxxxxx] 330,000,000 Grand Total (Post-Issue) Paid up Capital 3,300,000,000 [xx] [xxxxxxxx] TOTAL ISSUE OF ORDINARY SHARES ALLOCATION No. of shares 61,875,000 Allocation Allocations to Institutions / Individual Investors through Book Building process at Strike Price Face Value (PKR) Premium (PKR) Total Value (PKR) 618,750,000 [xx] [xxxxxxxx] Page 41 of 141

43 20,625,000 General Public Portion 206,250,000 [xx] [xxxxxxxx] 82,500,000 Total Allocation Size 825,000,000 [xx] [xxxxxxxx] 1. As per regulation 5(i) of the PO Regulations, the sponsors of the Dalda Foods shall retain their entire shareholding in the Company for a period of not less than 12 months from the last date for the public subscription. 2. As per regulation 5(2) of the PO Regulations, the sponsors of the Dalda Foods shall retain at least 25% of the capital of the Company for a period of 3 financial years from the date of public subscription. 3. As per regulation 5(3) of the PO Regulations, the shares of the Sponsors mentioned at Point 1 and 2 above shall be kept unencumbered in a blocked account with Central Depository Company of Pakistan. 4. Subject to compliance with sub-regulations (1) and (2) of regulation 5 of the PO Regulations, and with the prior approval of the PSX, the sponsors of the Dalda Foods may sell their shareholding through block-sale to any other person who shall be deemed sponsor for the purposes of the PO Regulations Opening and Closing of the Subscription List The subscription list will open at the commencement of banking hours on DD/MM/2017 and will close on DD/MM/2017 at the close of banking hours. Please note that online applications can be submitted 24 hours during the subscription period which will close at 12:00 midnight on DD/MM/2017. In order to facilitate the investors, Dalda Foods has arranged provision of e-ipo facility through UBL, SMBL and BAFL that are among the Bankers to the Issue. The accountholders of UBL can use UBL net-banking to submit their applications online via link SMBL account holders can use SMBL Net Banking to submit their application via link BAFL account holders can use BAFL Net Banking to submit their application via link E-IPO E-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines (ATM) and mobile phones. In order to facilitate the public during IPOs, SECP has introduced the concept of e-ipo. The following two systems are available for e-ipos: Centralized E-IPO Systems In order to facilitate investors, CDC has developed a Centralized e-ipo System ( CES ) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this Issue and can be accessed through the web link ( Payment of subscription money can be made through 1LINK s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, address, mobile phone number and CDS Account (Investor account or sub account) may registered themselves with CES. Investors who do not have CDS account may visit for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: (CDCPL) and info@cdcpak.com Page 42 of 141

44 Investors who are registered with CES can submit their applications through the web link 24 hours a day during the subscription period which will close at midnight on DD/MM/ E-IPO Facilities by Bankers to the Issue: Currently, United Bank Limited (UBL), Summit Bank Limited (SMBL) and Bank Alfalah (BAFL) are providing e-ipo facilities to their respective accountholders. UBL account holders can use UBL Net Banking to submit their application via link SMBL account holders can use SMBL Net Banking to submit their application via link And BAFL account holders can use BAFL Net Banking to submit their application via link: Benefits of E-IPO E-IPO has the following benefits: I. It enables the investors to make application for subscription of shares through the internet without going to the bank, and waiting in long queues. II. It is efficient and simultaneously facilitative for both the Issuer and the investors. III. It is available for use 24 hours during the subscription period. IV. If you are registered with CES or accountholder of a bank providing e-ipo facility, you may get SMS for new IPOs. V. By applying through CES you can also track your application status Eligibility of Investors for Investment in this Issue Eligible investors include: 1. Pakistani citizens resident in or outside Pakistan or persons holding dual nationalities including a Pakistani Nationality; 2. Foreign nationals whether living in or outside Pakistan; 3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their respective constitutive documents and existing regulations, as the case may be); 4. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of their respective Trust Deeds and existing regulations); and 5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan Facilities Available to Non-Resident Pakistani and Foreign Investors Companies are permitted under paragraph 6 (with specific reference to sub para (B) (I)) of Chapter 20 of the State Bank of Pakistan s ( SBP ) Foreign Exchange Manual (the Manual ) to issue shares on repatriation basis to nonresidents who are covered under paragraph 6 (A) of Chapter 20 of the Manual, i.e. (I) A Pakistan national resident outside Pakistan, (II) A person who holds dual nationality including Pakistan nationality, whether living in or outside Pakistan, (III) A foreign national, whether living in or outside Pakistan and (IV) A firm (including a partnership) or trust or mutual fund registered and functioning outside Pakistan, excluding entities owned or controlled by a foreign government, provided the issue price, is paid in foreign exchange through normal banking channel by remittance from abroad or out of foreign currency account maintained by the subscriber/purchaser in Pakistan. Non-residents who wish to bid for the subscription of shares being offered via Book Building can remit the subscription money through an Authorized Dealer directly to the Book Building accounts opened by the Company as given in section of this Prospectus, however, those non-residents who wish to subscribe shares out of the general public portion may contact any of the Bankers to the Issue (retail portion) for taking instructions regarding payment of subscription money against shares offered to general public /retail investors. List of Bankers to the Issue for retail portion is available on page 1 and para 7.4 of this Prospectus. Page 43 of 141

45 The shares issued to non-resident shareholders shall be intimated by the Company to the designated Authorized Dealer, along with the documents prescribed in the Manual within 30 days of issue. Non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual do not require SBP s approval to invest in the shares being issued in terms of this Prospectus. Furthermore, under paragraph 7 (vii) of Chapter 20 of the Manual the Authorized Dealer shall allow repatriation of dividends, net of applicable taxes and proceeds on sale of listed shares (i.e. divestment proceeds) not exceeding the market value less brokerage/commission on provision of prescribed documents. Payments made by non-residents shall be supported by proof of receipt of foreign currency through normal banking channels. Such proof shall be submitted along with the application by the non-residents Minimum Amount of Application and Basis for Allotment of Shares out of the General Public Portion of the Issue The basis and conditions of allotment to the general public shall be as follows: 1. Application for shares must be made for 500 shares or in multiples of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected. 2. The minimum amount of application for subscription of 500 shares is the Issue Price x 500 shares. Any cost incurred in issue of shares as part of the Issue shall be borne by Issuer. 3. Application for shares below the total value of Issue Price x 500 shares-in case of shares in physical form and Issue Price x 500 shares in case of shares in the book entry form shall not be entertained. 4. SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, If the shares offered to the general public are sufficient to accommodate all applications, all applications shall be accommodated. 6. In case retail portion of the Issue, remains unsubscribed, the unsubscribed shares shall be allotted to successful Bidders at the Strike Price on pro-rata basis. 7. If the shares applied for by the general public are in excess of the shares being offered to them, the distribution shall be made by computer balloting, in the presence of the representative(s) of PSX in the following manner: If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will be conducted among applications for 500 shares only. If all applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares cannot be accommodated, then balloting will be conducted among applications for 1,000 shares only. If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If all applications for 1,500 shares cannot be accommodated, then balloting will be conducted among applications for 1,500 shares only. If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all applications for 2,000 shares cannot be accommodated, then balloting will be conducted among applications for 2,000 shares only. Page 44 of 141

46 After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner: o If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on pro-rata basis. o If the remaining shares are not sufficient to accommodate all the remaining applications for over 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to each successful applicant. 8. If the Issue is over-subscribed in terms of amount only, then allotment of shares shall be made in the following manner: First preference will be given to the applicants who applied for 500 shares; Next preference will be given to the applicants who applied for 1,000 shares; Next preference will be given to the applicants who applied for 1,500 shares; Next preference will be given to the applicants who applied for 2,000 shares; and then After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the applicants who applied for more than 2,000 shares. 9. Allotment of shares will be subject to scrutiny of applications for subscription of shares. 10. Applications, which do not meet the above requirements, or applications which are incomplete, will be rejected. 11. CDC transfer charges at 0.004% will be levied on the shares offered by way of Offer for Sale. The cost of CDC transfer charges shall be borne by the Dalda Foods Refund/Unblocking Of Subscription Money to Unsuccessful Applicants As per the regulation 11(4) of the PO Regulations, within 10 days of the close of public subscription period, the shares shall be allotted and issued against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked/ refunded. As per sub-section (2) of Section 68 of the Companies Act, if refund as required under Sub-section (1) of Section 68 of the Companies Act is not made within the time specified therein, the directors of the Company shall be jointly and severally liable to repay that money with surcharge at rate of 2% for every month or part thereof from the expiration of the 15 th day and, in addition, shall be liable to a penalty of level 3 on the standard scale as defined in Section 479 of the Companies Act. Provided that the Directors of the Issuer shall not be liable if it proves that the default in making the refund was not on their own account and was not due to any misconduct or negligence on their part Issue and Credit of Shares Within ten (10) days of the close of public subscription period, the shares shall be allotted and issued against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked/refunded, as required under regulation 11(4) of the PO Regulations. Shares will be issued only in the book-entry form. Therefore, the applicants must provide their CDS account Number in the Applicant Form. The Company shall credit shares, within ten (10) days of the closing of public subscription, in the respective CDS accounts of the successful applicants. Page 45 of 141

47 If the Company defaults in complying with the above requirements, it shall pay the PSX a penalty of PKR 5,000 per day for every day during which the default continues. The PSX may also notify the fact of such default and the name of the Company by notice and also by publication in its ready-board quotation of the PSX. The name of the Company will also be notified to the TRE Certificate Holders of the PSX and placed on the website of the PSX Transfer of Shares TRANSFER UNDER BOOK-ENTRY SYSTEM The shares shall be transferred in accordance with the provisions of Section 74 of the Companies Act read with Section 75 thereof and the Central Depositories Act, 1997 and the CDCPL Regulations Shares Issued In Preceding Years Ordinary Shares Issuance: S.no No. of Shares Issued Consideration Face Value (PKR) Premium (PKR) Total Value (PKR) Date of Issuance 1 11 Qualifying Shares Sep ,299,989 Cash 512,999, ,999, Sep ,300,000 Cash 93,000,000-93,000, Jun ,400,000 Cash 94,000,000-94,000, Oct ,000,000 Cash 160,000, ,000, ,000, Jun ,000,000 Cash 140,000, ,000, ,000, Mar ,000,000 Cash 2,000,000,000-2,000,000, Mar ,000,000 3,000,000,000 1,200,000,000 4,200,000,000 Preference Shares Issuance: S.no No. of Shares Face Value Premium Total Value Date of Consideration Issued (PKR) (PKR) (PKR) Issuance 1 18,700,000 Cash 187,000, ,000, Sep ,300,000 Redemption (93,000,000) - (93,000,000) 14-Jun ,400,000 Redemption (94,000,000) - (94,000,000) 11-Oct-07 Other than the above mentioned ordinary and preference shares, there had been no issuance of shares since the incorporation of the Company Principal Purpose of the Issue Dalda Foods is engaged in the business of manufacture and sale of edible oils and fats, snacks and tea whitener. The Company is considering to raise fresh equity for financing proposed expansion and their holding company, DFL Corporation Private Limited intends to divest partial shareholding from Dalda Foods. The Issue of Dalda Foods shares will be carried out through a combination of Initial Public Offering and Offer for Sale. The total Issue size is 82,500,000 million shares out of which DFLC will divest 52,500,000 million shares (15.9% of post-issue Paid-up Capital of the Company) and the remaining 30,000,000 million new shares (9.1% of post-issue Paid-up Capital of the Company will be issued to the investors. The fresh equity from the IPO will be utilized for making capital expenditure on Phase II seed extraction plant to increase seed crushing capacity by an additional 500 tons per day to meet future demand. Page 46 of 141

48 Dalda Foods has already invested PKR 844 million in oil seed extraction factory which was commissioned in 2013 and currently, it has a production capacity of seed crushing of 300 tons per day. The proposed expansion will improve cost efficiencies, enable increased utilization of locally grown oil seeds and reduce impact of foreign exchange volatility thereby generate additional profits that will help fund future business opportunities. A financial summary of utilization of proceeds from the IPO is shown in the table below: Amounts in PKR million Sources Uses Particulars Amounts Particulars Amounts Proceeds from Initial Public Offering 2,550 Expansion in oil extraction capacity 3,000 Internally generated cash 450 Total 3,000 Total 3,000 The total expansion cost, including incremental working requirement of the expansion, would be PKR 3,000 million out of which PKR 2,550 would be raised through the proceeds from IPO. The breakup of funds utilization above is based on subscription of Floor Price of PKR 85/- per share. Dalda Foods undertakes that the proceeds raised from the IPO to the extent of expansion cost of PKR 2,550 million will be deposited in a special purpose account. The Company shall utilize the proceeds deposited in the special purpose account in accordance with the expansion plan mentioned in the Prospectus and in line with the implementation schedule. Any excess funds received above the Floor Price can be utilized as per the following priorities, considering the quantum of excess subscription amount: 1. Increased working capital requirements 2. Any other activity related to the Company s ongoing operations, as deemed necessary by the Board of Directors Dalda Foods will submit, progress report on implementation of the project on quarterly basis till commencement of the commercial production or operations of the project. Please refer section 4.6 for further information on expansion plan Interest of Shareholders None of the holders of the Issued shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the Ordinary shares in the capital of the Company Dividend Policy The Company intends to follow a Consistent profit distribution policy for its members, subject to profitability, availability of adequate cash flow, Board s recommendation and shareholder s approval, where required The rights in respect of capital and dividends attached to each share are and will be the same. The Company in its general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. Dividend, if declared in the general meeting, shall be paid according to the provisions of the Companies Act. The Directors may from time to time declare interim dividends as appear to the Directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits. Page 47 of 141

49 No unpaid dividend shall bear interest or mark-up against the Company. The dividends shall be paid within the period laid down in the Companies Act. Those applicants who intend that their cash dividend, if any, is directly credited in their Bank Account, must fill-in the relevant part of the Subscription Form under heading, Dividend Mandate Option. The Company has a proven track record of dividend disruption. History of the dividend issued in past 10 years is as follows:- Particulars FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 Dividend Per Share Restated (1) (1) Dividend per share are restated on the basis of existing paid up Capital (300 Million Shares) (2) This is interim dividend of the financial year June 30, 2017 Please note that there is no restriction on Dalda Foods Limited by any regulatory authority, creditor, stakeholder etc. on the distribution and Capitalization of its profits Eligibility for Dividend The shares issued shall rank pari-passu with the existing shares in all matters of the Company, including the right to such bonus or right issues, and dividend as may be declared by the Company subsequent to the date of issue of such shares Deduction of Zakat Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time except where the Ordinance does not apply to any shareholder or where such shareholder is otherwise exempt or has claimed exemption from payment / deduction of Zakat in terms of and as provided in that Ordinance Capital Gains Tax Capital gains derived from the sale of listed securities are taxable in the following manner under section 37A of Income Tax Ordinance, 2001: Category Tax Year Less than twelve months Tax Rate FY 2018 Holding Period of Securities Twelve months or more but less than twenty four months Twenty four months or more but acquired on or after 1st July, 2012 Before 1st July, 2013 Filer % 15.00% 15.00% 0% Non - Filer % 20.00% 20.00% 0% Withholding Tax on Dividends Dividend distribution to shareholders will be subject to withholding tax under section 150 of the Income Tax Ordinance, 2001 as specified in Part III Division I of the First Schedule of the said Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits in case of persons only (as defined in section 80 of the said Ordinance). The following are the rates: For filers of Income Tax Returns: 15.0% Page 48 of 141

50 For non-filers of Income Tax Return: 20.0% Tax on Bonus Shares As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5.00% of the value of bonus shares determined on the basis of the day end ex-price be collected by the Company issuing the bonus shares, which will be the final tax liability on such income of the shareholder Income Tax The income of the Company is subject to Income Tax under the Income Tax Ordinance, Deferred Taxation Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized. As per the unconsolidated financial accounts for the nine months ended March 31, 2017, Dalda Foods Limited had a net deferred tax liability of PKR 84,076,000/ Sales Tax Product Category Description of Tax Levied Oil & Fats Exempt under serial no. 24 of Table-I of the Sixth Schedule to the Sales-Tax Act, Dairy Exempt under serial no.85 of Table-I of the Sixth Schedule to the Sales-Tax Act, Snacks Standard rate i.e. 17% under the Sales-Tax Act, Sales Tax on Sale / Purchase of Shares Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award, the Government of Sindh, Government of Punjab, Government of Khyber Pakhtunkhwa and Government of Baluchistan have promulgated the Sindh Sales Tax on Services Act, 2011, Punjab Sales Tax on Services Act, 2012, Khyber Pakhtunkhwa Sales Tax on services through Khyber Pakhtunkhwa Finance Act, 2013 and the Baluchistan Sales Tax on services Act, 2015 respectively. The Sindh Revenue Board, the Punjab Revenue Authority, and the Khyber Pakhtunkhwa Revenue Authority and the Baluchistan Revenue Authority administer and regulate the levy and collection of the Sindh Sales Tax ( SST ), Punjab Sales Tax ( PST ), Khyber Pakhtunkhwa Sales Tax ( KST ) and Baluchistan Sales Tax ( BST ) respectively on the taxable services provided or rendered in Sindh, Punjab or Khyber Pakhtunkhwa provinces respectively. The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients in respect of purchase or sale of shares in a Stock Exchange. The above mentioned Acts levy a sales tax on Brokerage at the rate of 13% in Sindh, 16% in Punjab and in Baluchistan and Khyber Pakhtunkhwa the rate is 15%. Sales tax charged under the aforementioned Acts is withheld at source under statutory requirements Capital Value Tax (Cvt) on Purchase of Shares Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax is be applicable on the purchase value of shares Tax Credit for Investment in IPO Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a Company, shall be entitled to a tax credit, as mentioned in the said section, for a tax year in respect of the cost of acquiring in the year, new shares Page 49 of 141

51 offered to the public by a public company listed on a stock exchange in Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from the Privatization Commission of Pakistan. As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding shares has been designated as 24 months to avail tax credit Tax Credit for Enlistment In accordance with under Section 65C of the Income Tax Ordinance, 2001, upon enlistment a tax credit at 20% of the tax payable shall be allowed for the tax year in which a Company is listed on PSX and also extended for the following three tax years of enlistment through Finance Bill Provided that the tax credit for the last two years shall be ten (10%) percent of the tax payable. Page 50 of 141

52 3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES 3.1 UNDERWRITING Book Building Portion Habib Bank Limited and Bank Alfalah Limited have been mandated as the Joint Book Runners to the Issue. The Joint Book Runners will underwrite 82,500,000 shares subscribed through the Book Building representing 100% of the Issue as required under regulation 7(6) of the PO Regulations, with the limitations in effect that the Joint Book Runners shall only underwrite the default portion of the Book Building, if any at the Strike Price determined through the Book Building process. General Public Portion The General Public Portion of the Issue of 20,625,000 Ordinary Shares (25%) shall not be underwritten in terms of Regulation 7(4) of the PO Regulations. 3.2 OPINION OF DIRECTORS REGARDING RESOURCES OF THE UNDERWRITERS In the opinion of the Directors, the resources of the Joint Book Runners are sufficient to discharge its underwriting commitments / obligations. 3.3 UNDERWRITING COMMISSION Book Building Portion No underwriting commission will be paid for the amount of the Book Building portion underwritten by the Joint Book Runners. The amount of security deposited by the defaulting Bidder shall however, be forfeited to the Joint Book Runners. 3.4 BUY BACK / REPURCHASE AGREEMENT THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE COMPANY, OFFEROR OR ANY OTHER PERSON IN RESPECT OF THIS PROSPECTUS. ALSO, NEITHER THE COMPANY, OFFEROR, NOR ANY OF THEIR ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / RE- PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE COMPANY, OFFEROR AND THEIR ASSOCIATES SHALL NOT BUY BACK / RE-PURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES. 3.5 COMMISSION OF THE BANKERS TO THE ISSUE Commission at the rate of 0.25% (exclusive of all taxes) of the amount collected on allotment in respect of successful applicants will be paid by the Company to the Bankers to the Issue for services to be rendered by them in connection with the general public offering, plus out-of-pocket expenses, if any. 3.6 FEES AND EXPENSES FOR CENTRALIZED E-IPO SYSTEM Commission on application received through CES will be paid to CDC which shall not be more than 0.8% of the amount of the successful applications. CDC will share, the fee with other participants of CES at a ratio agreed amongst them. 3.7 BROKERAGE For this Issue, brokerage shall be paid to the TRE Certificate Holders of Pakistan Stock Exchange Limited at the rate of 0.50% of the value of shares (including premium, if any) on successful applications for Book Building and General Public Portion. No brokerage shall be payable in respect of shares taken up by the Successful Bidders pursuant to under subscription of retail portion of the Issue. Page 51 of 141

53 3.8 ESTIMATED EXPENSES OF THE ISSUE Expenses to the Issue are estimated not to exceed PKR 204,307,378/-. The break-up of these preliminary expenses is given below: Particulars Rate Expense Advisory and Book Running 2.00% 140,250,000 Commission to Bankers for General Public 0.25% 4,382,813 e-ipo Facility Charges 775,000 Bankers to the Issue Out of Pocket PKR 50,000/- per bank 700,000 TREC Holders' Commission 0.50% 35,062,500 PSX Initial Listing Fees 2,500,000 PSX Annual Listing Fees 629,150 PSX Services Fee 50,000 PSX Book Building Software charges 500,000 PSX Committee Fee 200,000 Transfer Agent and Balloting Agent 150,000 Estimated Marketing & Printing Expenses 5,000,000 CDC - Fresh Issue Fees 0.16% 11,220,000 CDC - Annual Fee for Eligible Security 250,000 SECP IPO Application Processing Fee 1,325,000 SECP Supervisory Fee 10% of PSX Annual and Initial Fee 312,915 Estimated Miscellaneous Expenses 1,000,000 Total 204,307,378 Note: This represent the maximum amount that is expected to be paid based on the Floor Price of PKR 85/- per share Page 52 of 141

54 4 OVERVIEW, HISTORY AND PROSPECTS 4.1 COMPANY HISTORY Dalda Foods Limited, bearing incorporation number , traces its legacy to one of the oldest and most trusted food brands of the country. Dalda s name has been synonymous with highest quality and utmost trust of consumers for over 80 years. Dalda Foods was incorporated in July 2004 as a private limited company to acquire and manage the businesses related to Dalda s business which were spun off from Unilever Pakistan Limited. The registered office of the company is at F-33, Hub River Road, SITE, Karachi and it has manufacturing facilities located at SITE Karachi, Port Qasim, Karachi and Raiwind, Lahore. Principal activities of the Company are manufacture and sale of edible oils and fats, snacks and tea whiteners. In 2004 Dalda was acquired from Unilever Pakistan Ltd. To acquire and manage the business related to Dalda brand and other food brands, Dalda Foods was incorporated in 2004 as a private limited company. At the time of acquisition, the sponsors had direct holding in Dalda Foods (Pvt) Ltd. The deal involved purchase of trademark and licence rights in Pakistan for Dalda and other brands. The deal also covered all the assets including plant and machinery, buildings, land, inventory of raw material, work-in-process and finished goods on hand as on closing date. The plant and machinery transfer also included the plant for margarine. However, Unilever entered into a tollmanufacturing agreement with the buyer for getting its margarine products manufactured by Dalda Foods (Pvt) Ltd. In 2014, an arrangement for the reorganization of the shareholding of Dalda Foods (Private) Limited was envisaged such that DFL Corporation (Private) Limited was established, effectively achieving the structure of then shareholders of Dalda holding their equity interest in that company through DFL Corporation instead of direct shareholding in Dalda Foods (Pvt) Ltd. By virtue of the transfer, DFL Corporation (Pvt) Ltd had acquired control of Dalda, assets and liabilities of the new group was the same as was before the reorganization and the shareholders of the Dalda have the same absolute and relative interests in the net assets of the new group as was before the said reorganization All the shares of DFL Corporation (Pvt) Ltd are held by its directors. Over the years company has grown at a fast pace with last year s revenue over PKR 29 bn. Company s growth trajectory has combined organic growth as well as growing through acquisition and diversifications. Dalda Foods is presently operating in three foods sectors edible oils and fats with its iconic brands like Dalda, Planta, Manpasand, Tullo, Bisco, Cremo, etc.; in the dairy and related sector with its brand Cup Shup in the tea whitener segment and in the snacks sector through its brands Knock Out, Bash, Nimko, etc. Further expansion and diversification in other related food sectors is planned. With Dalda brand continuing to grow from strength to strength at the top end of the edible oils and fats category, the Company launched Manpasand brand in 2006 to cater to the needs of the large middle segment of the market. Since then Manpasand has successfully grown to be amongst the largest brands in its segment. Tullo, another iconic food brand of the country was added to the portfolio of Company s edible oils and fats brands when majority shareholding (86%) of Wazir Ali Industries Limited, a well-known and established company in the industry was acquired in Tullo has been nurtured back to full health and has made a successful and dramatic turn around to become one of the fastest growing and strong brands in the edible oils and fats categories. Wazir Ali Industries Limited continues to operate as an independent entity as a subsidiary of Dalda Foods. To cater to the needs of the top end of its market and fill a gap in its portfolio of brands, the Company successfully launched Dalda Olive Oil brands in They are sourced, processed and packed in Spain to Dalda Food s exacting requirements with addition of extra vitamin A and D. Since 2005, the Company is also exporting its Dalda brand edible fats to UK, Canada and USA meeting food quality standards of these countries and fulfilling the needs of the Pakistani diaspora there. To meet its growth needs, judicious investments for increase in production capacity has been kept apace. An additional 300 tons per day edible oil processing plant was installed in Karachi in This is a most modern state of the art plant designed and manufactured by DeSmet Company, Belgium. To further improve the quality and Page 53 of 141

55 increase the Company s ability to use indigenous sunflower seed oils, 100 tons per day edible oil fractionation plant was set up in Karachi. To cater to the growing cooking oil needs, Company has set up a new edible oil seeds extraction factory at Port Qasim Authority Industrial Area, Karachi in This factory was set up on a 10 Acre site and can extract edible oils from canola and sunflower seeds at a capacity of 300 tons of seeds per day. The site has space and infrastructure to add the planned additional required capacity of edible oil seed crushing. Dalda Foods has a manufacturing agreement with Unilever Pakistan Limited for manufacturing of its Blue Band margarine. Both processing and packing capacity for Blue Band margarine has been increased through capital investments in the last few years. Company s old ERP system SCALA was upgraded to SAP in These significant investments were carried out over and above the normal balancing, modernization and replacement investments. Whilst continuing to grow in the large edible oil and edible fats sector, Dalda Foods leveraging its core competencies of consumer understanding and insights; developing and manufacturing high quality products and marketing, distributing and selling these consumer products nationally across the width and depths of the country, has recently diversified and entered into related food sectors. With its Cup Shup brand of liquid tea whitener Dalda Foods has entered into the large and growing Dairy and related sectors in In a short span of time the brand has taken a significant share of the market. Dalda Foods has also entered the snacks category in 2017 with the launch of its Knock Out potato crisp brand. A new multi category foods manufacturing factory was set up on a 16 acre site on Manga - Raiwind Road near Sunder Industrial Estate, Lahore for the production of dairy related products, variety of snack products, and other related packaged retail consumer food products. Cup Shup tea whitener as well as Knock Out and Bash snacks brands are being manufactured at this new factory. Doing business the right way and profitably growing the business right way is reflected in the Mission Statement of the Company which declares that We make a positive difference in the lives of the people with our products and services. This is underpinned by five foundational values of the business namely Integrity, Fairness, Trust, Accountability and People Reaching their Potential. This is manifested in the products, services and daily actions of Dalda Foods and its people. Dalda Foods was the first and the only Company to have its edible fats products voluntarily made trans-fat free and thus healthier. Dalda Foods is also the only Company in its sector which has four ISO Certifications ISO 9001: Quality, ISO 22001: Food Safety, ISO 14001: Environment Protection, OHSAS 18001: Occupational Health and Safety besides qualification of SEDEX: Supplier Ethical Data Exchange and membership of RSPO: Round Table of Sustainable Palm Oil. In the last tax payers directory published by FBR, Dalda Foods was included amongst the top 100 tax paying companies of Pakistan. Doing business the right way and also creating shared value between the business and the society in which we live and operate, is also manifested in Dalda Foods setting up Dalda Foundation Trust in 2010 and putting aside a certain portion of its profits to provide assistance in the field of education, health and agriculture. In the field of education, need cum merit based scholarships are being provided nationally all over the country to students from matriculation onwards. There are over 2000 Dalda Foundation scholarship holder students currently studying in schools, colleges and universities in the country. Hospitals and health institutions located in the communities where Dalda Foods has its operations are provided assistance in their health care activities which helps both the local communities and Dalda Foods staff living there. Dalda Foundation is also working with the University of Agriculture, Jamshoro, Sindh and FELDA Global Ventures, Malaysia to assist local farmers to improve the yield of their edible oil seed crops and also assess if oil palm can be profitably grown in the coastal areas of Sindh. This will assist both the farmers in improving their income, the country in saving in its import bill and also Dalda Foods in having local sourcing of its major raw materials. Dalda Foods Limited has expanded its business through an acquisition of Wazir Ali Industries Limited (WIL). WIL s principle activity is to manufacture and sell vegetable banaspati and cooking oil under the name Tullo. Currently, Dalda Foods Limited has an investment of PKR million in WIL and holds 86.74% shareholding. Dalda Strong Brand Equity: Page 54 of 141

56 Dalda brand has a strong heritage that dates back over 80 years when the brand was introduced in the sub-continent. Since then the iconic brand has become a household name across the country. Dalda is the first and the only transfat free vansapati in Pakistan and has pioneered the creation of cooking oil and banaspati industry in Pakistan. The catch phrase of Dalda Jahan Mamta Wahan Dalda! is inextricably linked with trust, quality, health, service and taste thereby making it the largest selling brand in its category. The DNA of the Dalda brand is unflinchingly committed to the delivery of highest of quality to its consumers as evidenced by its export to Europe and Canada and meeting their quality parameters for food products also. The deep consumer understanding and insights have enabled the brand to innovate and grow whilst anchored in its core proposition of unmatched quality and consumer trust. Continuing stream of innovations has always kept Dalda ahead of the competition and nearer to the heart of its consumers. Be it product offerings like Planta cooking oils, Dalda Olive Oil, Manpasand range of banaspati and cooking oils; or introduction of pouch packs, innovative pouring designs of its cooking oil bottles cap, etc for ease of use by its consumers; or the very first in the category Dalda Cook Book which has been a true guide to hundreds of thousands of young girls when they embark upon discovering the mysteries of the cooking and kitchen and earn plaudits from their families for their newly acquired excellent cooking skills and developing a lifelong bond with Dalda. It is this excellent quality and contemporariness which enabled Dalda Cookbook to win the prestigious international Gourmand World Cookbook award in 2013 and 2015 at Paris. Growth Story: Since 2010, Dalda Foods sales grew at a compounded annual growth rate ( CAGR ) of 12.8% and Profit after tax grew at a CAGR of 17.4%. Strong brand equity, innovation, market development, extensive distribution reach, capacity expansion and expanding product portfolio has contributed to the growth story. Backward integration by setting up oil seed crushing facility, oil fractionation facilities, etc has helped improved business profitability. With increasing per capita income levels, growing size of middle class there is be growing space for high quality food products. Taking in cognizance of opportunity that exist in this space, Dalda Foods has diversified into Dairy and Snacks segments. Cup Shup, tea creamer was launched in 2015, followed by launch of Knock Out in Snacks category. Sales (PKR mn) Linear (Sales (PKR mn)) Profit After Tax (PKR mn) 30,000 Linear (Profit After Tax (PKR mn)) 25,000 20,000 15,000 10,000 5, ,500 2,000 1,500 1, Investment & Diversification: Dalda Foods has laid a strong foundation for growth in the future through investment and diversification noted above. With Dalda already very well established household name, the combination of strong brand equity and solid foundation, provides excellent opportunity for the business to grow profitably. The profitability of Edible and Fats business is correlated with price and availability of raw edible oils. The backward integration project that company has embarked on in 2013 with a seed crushing capacity of 300 tons seed per day intended to reduce reliance on import of edible oil and increase business profitability. Investment in Seed extraction to increase seed crushing capacity by 500 tons seed per day will provide Dalda Foods additional advantage in the its category. Page 55 of 141

57 Whilst continuing to grow in the large edible oil and edible fats sector, Dalda Foods has leveraged its competencies and invested in diversification into related dairy and snack food sectors. Its Cup Shup tea creamer brand was launched in 2015 and snacks brand Knock Out was launched in A new multi category foods manufacturing factory was set up on a 16 acre site on Manga - Raiwind Road near Sunder Industrial Estate, Lahore for the production of dairy related products, variety of snack products, and other related packaged retail consumer food products. Cup Shup tea whitener as well as Knock Out snacks brands are being manufactured at this new factory equipped with state of the art Swedish, German and US made plants. Sales and Distribution Network: Dalda Foods has an extensive sales and distribution network, which from Badin to Khunjrab covers the entire length and breadth of the country nationally. With over 150,000 retail outlets covered and visited by the Company s sales force Dalda caters to consumer needs wherever they exist in Pakistan. Supported by 10 distribution centers and over 300 distributors and managed by a highly skilled sales staff. The extensive distribution network is enabled by a very robust and reliable information management system that provides timely MIS sales and stock movement to management for speedy decisions. Quality Integrity: Adherence to highest level of product quality is deeply engrained in Company s culture. Dalda is the only banaspati in Pakistan which is virtually free from harmful Trans Fats. Dalda Foods has the unique honor of being amongst the first trans-free fats in the world, much ahead of the other developed countries where fats containing more than 5% trans- fats are now not allowed. Dalda Foods is the only company in its category with four ISO certificates as listed below: ISO for Quality. FSSC for Food Safety. ISO for Environment. OHSAS for Occupational Health and Safety. Dalda Foods Banaspati and cooking oil brands have been getting top Consumer Choice Award each year consecutively since Human Capital: Dalda Foods is a vision inspired, purpose driven business which is run by high caliber people. The organizational culture is underpinned around the principles of Integrity, Fairness, Trust, Accountability and People reaching their full potential and guided by the Organization s Purpose of Making a Positive Difference in the Lives of People with our Products and Services. This shared purpose which creates value for the organization as well as all its stakeholders is robust, enduring and helps positively differentiates Dalda Foods from its competitors. The composition of Dalda Foods Board comprises of executive and non-executive directors who have a track record of leading successful businesses, rich experience of not only food business but also have deep understanding of diversified industries and capital markets. The senior management of Dalda Foods has rich experience of operating in Pakistani and international markets covering Europe, Far East and Africa and therefore some of the international best practice to run the business is deployed in Dalda Foods. With relevant experience in Food business that spans over decades, the success of the business as evidenced by strong financial performance bears testimony of the high quality management team. Human Resources Benchmarking Survey 2010 recognized Dalda Food s good HR practices. Page 56 of 141

58 Environment and Society: Dalda Foods strongly believes that the long term sustainability of any business is strongly associated with the wellbeing of the society in which it operates. To ensure environment sustainability, Dalda Foods is one of the few companies in its category in the country which fully complies with the environmental laws with fully functioning effluent treatment facilities at its plant site. To give back to the society, Dalda Foundation Trust was established in 2011 in which some portion of company profits are earmarked to contribute towards Education, Health and Farmers/Agri Development. There are over 2000 Dalda Foundation scholarship holder students currently studying in schools, colleges and universities in the country. Dalda Foods is working with Sindh Agriculture University and also with the farmers to increase Sunflower and Canola crop yield, reduce farm to factory waste, etc. Research work is also being done for adding additional/new crops of Soybean and palm plantation in the country. In medium to long run these projects will help in increasing local production of edible oils, reduce foreign exchange requirements and improve economic wealth of farmers besides contributing to the growth and profitability of the company. Dalda Foods has been a proud recipient of Environment Excellence Award by National Forum for Environment and Health and WWF consecutively each year since Similarly Occupational Safety and Health practices of Dalda Foods are recognized by Employers Federation of Pakistan through its Award each year consecutively since 2009 in the Foods and FMCG Sector. Page 57 of 141

59 4.1.1 Pattern of Shareholding No. of shares Face Value (PKR) Premium (PKR) Total (PKR) AUTHORIZED CAPITAL 400,000,000 Ordinary shares of Rs. 10/- each 4,000,000,000-4,000,000,000 ISSUED, SUBSCRIBED, & PAID UP CAPITAL Ordinary shares of Rs. 10/- each 300,000,000 3,000,000,000 1,200,000,000 4,200,000,000 fully paid in cash ISSUED, SUBSCRIBED & PAID-UP CAPITAL OF DALDA FOODS LIMITED AS OF APRIL 15 th, 2017: 299,999,989 Shares held by Holding Company 2,999,999, % 11 Shares held by Directors of the Company/ Nominees of DFLC % 300,000,000 Total Paid up Capital 3,000,000, % Key Milestones Years Events 2004 Dalda Foods Private Limited was incorporated on July 08, Acquisition of business from Unilever Pakistan Limited 2005 Achieved PKR 4 billion in sales 2006 Manpasand brand of banaspati, cooking oil launched 2007 Wazir Ali Industries Limited acquired and Tullo brand of banaspati, cooking oil added in the portfolio 2008 New packing capacity and new steam boiler installed; achieved PKR 8 billion in sales 2009 Dalda Olive Oil brand launched 2010 New oil fractionation plant installed, new margarine capacity added; achieved PKR 13 billion in sales 2011 New edible oil refinery from DeSmet, Belgium installed 2012 New edible oil neutralization and bleaching plants installed 2013 New edible oil seed extraction factory commissioned at Port Qasim; achieved PKR 20 billion in sales 2014 SAP ERP system replaced SCALA ERP system 2015 New factory at Lahore; Cup Shup tea whitener brand launched; achieved PKR 29 billion in sales 2017 Snack brand Knock Out launched Sources of Revenue and Cost Drivers of the Company Being a fast moving consumer products (FMCG) business, the revenue stream of Dalda Foods Limited is generated through recurring sale of its brands (Dalda, Tullo, Manpasand, Cup Shup, Knock Out etc) to consumers through various distributive channels in Pakistan spanning over 150,000 retail shops spread over the country. Sales volumes and brand equity remain the most significant revenue drivers of Dalda business. Page 58 of 141

60 Cost drivers that influences margins includes edible oil prices, exchange rates parity and costs pertaining to Energy, logistics, factory manpower, depreciation etc. As an FMCG business the company invests in advertisement & promotion activities to continuously nourish and strengthen its brands equity investing in brands on an ongoing basis is an integral part of business model. Taxes - both direct & Indirect - as well as regulatory duties remains one of the key cost elements for the business Investment in Associates. There are no investments in Associates Dalda Quality: Virtuous and Formidable Differentiator Dalda Foods takes pride in the fact that the quality that we offer to our consumer complies with highest standards. Quality conformance can be substantiated by export of our quality products to international markets where benchmark set for quality standard are very high. On the matter of differing levels of quality of banaspati and cooking oils available in the market it is to be noted that the relevant Pakistan Standards and Quality Control Authority Standards (PSQCA) specify the threshold or minimum acceptable quality levels and manufactures are free to provide better quality and choices to their consumers. Dalda Foods has incorporated the latest scientific research and discoveries in its product formulations to improve the health and nutrition aspects, texture, taste and other organoleptic properties. Thus Dalda Foods offer product qualities which are unique to its products and brands and are higher than the minimum specified in the PSQCA standards. In many countries fats containing more than 5% trans-fats are legally banned as these are proven to be dangerous for health. They steeply increase the risk of cardiovascular diseases by increasing the bad Low Density Lipoprotein (LDL) Cholesterol while suppressing the good High Density Lipoprotein (HDL) Cholesterol. Even in India legislation is being proposed to reduce the trans-fats to 10% for first five years and thereafter to reduce it to 5% in banaspati and margarines. Dalda Foods has voluntarily invested in the additional processing steps to remove harmful trans-fats from banaspati and thus offering its consumers a healthy trans-fat free product. In this respect a report published in the Fortune Magazine by Matthew Boyle regarding the odds faced by manufacturers in converting to non-trans-fat cooking medium illuminates the challenges overcome by Dalda Foods in providing healthier and higher quality trans-fat free banaspati to their consumers. An excerpt from the Fortune Magazine s report is given below: Second, the bad-for-you oil is cheaper than the better-for-you kind. Here are some back-of-the-envelope calculations. Filling a typical fast-food fryer with 35 pounds of partially hydrogenated vegetable oil costs about $13; filling it instead with reduced trans-fat soybean oil might cost about $20. Source: Vitamin A is critical not only for preventing night blindness but it has an even more important role in growth and development, morbidity and mortality in children. Legally, as well as per the PSQCA standards, banaspati and cooking oils have to be fortified with I.U per kilogram. However as per the study jointly conducted by Health and Nutrition Section, Ministry of Planning and Development, Government of Pakistan and UNESCO in 1994, it was found that vitamin A was not reaching the consumers as per the mandated level. They had recommended strict implementation of the addition of vitamin A to the level prescribed or increase it so that by the time banaspati and cooking oil reaches the kitchens of users, the prescribed quantity of vitamin A is available at the stage of cooking. Dalda Foods fortifies its products by adding extra vitamins to help supplement the nutritional needs of its consumers. With passage of time the effectiveness of added vitamins decreases. Therefore to ensure requisite availability of supplemented vitamins through edible oils and fats, the best before/expiry periods for the packed products have been legally laid down by PSQCA Standards. For pouch packs of banaspati/cooking oils expiry period is 6 months, while for cooking oil bottles it is 8 months after which the supplemented vitamin efficacy is not available to the required level in the product. Dalda Foods has the distinction of being the only manufacturer to our knowledge which not only fortifies its banaspati/cooking oil products with extra vitamins but also prints the declaration of its Page 59 of 141

61 correct best before/expiry dates and ensures the usage by consumers before this period to provide them the full benefit of the vitamins added into its brands. Most of the other brands print the best before/expiry dates as 1 year, thus not only contravening the Pakistan Standards but also making almost half of their products not providing the benefit of supplemented vitamins which are being sold in the market beyond six months of their production dates. In addition Dalda Food s being a quality conscious manufacturer also invests in downstream infrastructure to protect the manufactured quality of its products reaching the market. Thus Dalda Foods invest to have control over quality of warehousing, distribution and transportation up to retail outlets. While other manufacturers may choose to sell ex-factory and leave the control of quality of their products reaching the retail outlets to the informal sector providing logistics and warehousing services. These differing choices impact on product quality as cost to the manufactures. Pakistan Environmental Protection Act is enforced since Banaspati/cooking oils manufacturing being a chemical processing industry, per law has to comply with the relevant National Environmental Quality Standards (NEQS) which necessitates having a proper liquid effluent treatment plant at individual manufacturing sites. Those manufacturers who do not comply with these regulations add a hidden cost to the society. Dalda Foods has the distinction of being amongst the very few in its category which fully comply with the environmental laws of the country with having a fully functioning effluent treatment plant at its manufacturing site. The treated water is used for gardening and irrigation purpose. Nickel catalyst is a chemical which is used in the hydrogenation process of manufacturing banaspati. After its use the spent nickel catalyst becomes a hazardous waste and cannot be just thrown away or dumped into ground fill as its half-life is in thousands of years. It will contaminate the ground on which it is dumped and leach into earth and contaminate and poison the underground water aquifer. As there is no proper handling facility for disposing off nickel catalyst in Pakistan, presently there is no other choice for Dalda Foods but to send it in special sealed steel containers to Europe at our own cost for proper disposal to authorized processors. This differentiates Dalda Foods from other manufacturers of banaspati/cooking oil manufacturers who may not comply with these requirements. 4.2 GROUP OVERVIEW Dalda Group comprises of the following companies: S. No Name of Company Key business activities - Holding company of Dalda Foods Limited 1. DFL Corporation (Pvt.) Limited - Holding company of Oil Processors & Refiners (Pvt.) Limited - Edible Oil & Fats business - Dairy business 2. Dalda Foods Limited - Snacks business - Solvent extraction business 3. Oil Processors & Refiners (Pvt) Limited - Edible oil refining 4. Wazir Ali Industries Ltd - Edible Oil & Fats business 5. Wazir Ali Ventures (Pvt.) Ltd - Dormant company Financial Performance of Group business & Subsidiaries: Associates Details of Financial performance of Associates as follows: a) DFL Corporation (Pvt.) Limited Page 60 of 141

62 DFL Corporation (Pvt.) Limited was incorporated in Pakistan on June 05, 2014 as a private limited company. The principal business of DFLC is to act as or carry on the business of a holding / parent company and coordinate and regulate the activities and business of its subsidiaries, associated and group companies. Financial summary of DFLC is as follows: S.no Financial Amount (Rs 000 ) FY14 FY15 FY16 1 Paid Up Capital 14,000 14,000 14,000 2 Equity 5,758,126 6,462,057 7,741,611 3 Profit After tax 797,828 1,750,613 1,926,895 4 EPS in PKR , ,376.4 b) Oil Processors & Refiners (Pvt) Ltd S.no Financial Amount (Rs 000 ) FY14 FY15 FY16 1 Paid Up Capital na na 1,000,000 2 Equity na na 981,307 3 Profit After tax na na (18,693) 4 EPS in PKR na na (0.19) Subsidiaries Details of Financial performance of Subsidiaries as follows: a) Wazir Ali Industries Ltd Wazir Ali Industries Ltd was acquired in 2007, currently Dalda Foods Limited holds 86% shares in it. Summary of Financial performance as below: S.no Financial Amount (Rs 000 ) FY14 FY15 FY16 1 Paid Up Capital 79,860 79,860 79,860 2 Equity (59,657) 10, ,428 3 Profit After tax 167,309 69, ,019 4 EPS in PKR b) Wazir Ali Ventures (Pvt) Ltd Wazir Ali ventures (Pvt.) Ltd is a dormant company its future is currently being assessed. S.no Financial Amount (Rs 000 ) FY14 FY15 FY16 1 Paid Up Capital 50,000 50,000 50,000 2 Equity 65,771 67, Profit After tax 41,665 1,647 8,832 4 EPS in PKR PLANT AND EQUIPMENT Location: Dalda Foods operates three separate manufacturing sites for its Edible Fats, Dairy & Snacks business. The location and principal activities is given below: Page 61 of 141

63 1) Dalda Foods Ltd Karachi Factory F-33, Hub River Road, S.I.T.E Karachi Principal business activity: Edible Oils & Fats Manufacturing 2) Dalda Foods Ltd Port Qasim Factory Plot # OZ/1/P-176, Back up Area of Port Qasim Authority Karachi Principal business activity: Edibles seeds oil extraction 3) Dalda Foods Ltd Lahore Factory Manga Raiwind Road (2.5 Km) Lahore Principal business activity: Dairy, Snacks and related products manufacturing About the Plants Details pertaining to the plant in terms of key processes & capacities are given below: a) Dalda Foods Ltd Karachi Factory Hub River Road, Karachi These manufacturing facilities on a 9.27 acre site are located at a strategic location in Sindh Industrial Trading Estate (SITE), Karachi near the Karachi Sea Port and Karachi s Northern Bypass highway. This enables easy access to imported raw materials and smooth transportation of finished products to up-country towns. The manufacturing plant is based on the most modern technology from Germany, Belgium, UK and US. It is highly automated and utilizes advanced technological processes. From raw oil receipt to finished goods, the products pass through the whole process untouched by human hands and are computer controlled. Page 62 of 141

64 The filling and packing capacity of the plant is 350,000 tons per year. The factory is well supported by its own standby electricity generation. b) Edible Seeds Oil Solvent Extraction Factory Port Qasim. Karachi The plant is located on a 10 acre site at the industrial area in Port Qasim Authority, Karachi and was newly installed and commissioned in It is located near the grain/seed terminal of Port Qasim which provides it an advantage of efficient and quick handling of imported oil seeds. It is one of the very few edible oil seed extraction plant in the country which use modern climate controlled silos for storage and handling of oil seeds. This gives it advantage of better quality of oil and low wastage of seeds during storage and handling. The plant also has easy access to the National Highway, which provides it an advantage for accessing locally bought oil seeds and also transportation of oil. Page 63 of 141

65 The capacity of plant is 300 tons of edible oil seeds crushing per day, resulting in about 30,000 tons of canola/sunflower oil per year. c) Dairy & Snacks Factory Lahore This new multi category manufacturing facility was set up on 16 acre site in Manga-Raiwind near Lahore in Page 64 of 141

66 The Dairy Plant is from Germany and Sweden and is based on the most modern technology from Tetrapak and GEA, Germany. The snacks manufacturing plant is from the world famous firm i.e. Heat and Control, USA. Page 65 of 141

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68 The capacity of tea creamer plant is 50 million litres per year while that of snacks manufacturing plant is 3000 tons per year. 4.4 PRODUCTS The PKR 300 billion home cooking use edible oils and fats retail sector of the total PKR 500 billion edible oils and fats market is covered by Dalda Foods with its three brands Dalda, Manpasand and Tullo. The needs of the top end segment of the market are met by Dalda brand with its portfolio of offering targeted to specific consumer segment needs. These include Dalda Olive Oil, Dalda Extra Fortified Cooking Oil, Planta Extra Fortified Cooking Oil and Dalda VTF Banaspati. While Manpasand and Tullo brands are aimed towards the mid segments of the market. Dalda Brands Dalda is an iconic brand of the country which began its journey almost 80 years back when it was introduced in the sub-continent by the then Lever Brothers Limited, UK. Un-matched in its high quality it went form strength from strength to become a top rated brand. It continued its journey of high quality and consumer trust when it was introduced in Pakistan in the early 1950s. Today Dalda is amongst the top most recalled brands of Pakistan. The trust, affiliation and affection which the consumers have with Dalda is unique and not many brands in the country would have such a strong brand equity. Dalda s strength is primarily drawn from the trust and emotive attachment people have with it. The brand story of Dalda has evolved around the core of Pakistani society. Whether it be an upscale urban family from Karachi or the more traditional eastern setup in the north, the mother symbolizes all that is pure. Dalda essence encapsulated in its tag line Jahan Mamta, Wahan Dalda ( Mother s Love is Dalda ) became a synonym for its purity and quality and has been the platform for the brand for many, many years. The language may have changed, the pictures may have altered but the core of this message still rings true. After taking over the stewardship of the brand in 2004, Dalda Foods has nurtured the brand even more and further expanded its foot print. Page 67 of 141

69 Dalda Olive Oils were successfully introduced in After an in depth consumer research and understanding, from amongst the olive oils available from many parts of the world, that from Navarre region in Spain was found to be perfect match for the taste and liking of our local Pakistani consumers. Dalda Olive oils are specially harvested, processed and packed in Spain to the exacting specifications of Dalda Foods. Besides being of the highest quality and matching the flavor and taste requirements of our consumers here, they have the unique distinction of having additional Vitamin A and E in them. In short span of time Dalda Olive Oil have made a name for itself and is amongst the top selling brands in the country in its segment. Dalda VTF Banaspati is the first and only trans-fat free and thus healthy banaspati in the country. It meets and exceeds the international quality standards and is exported to Canada, US and UK also. Dalda Canola Oil was launched in 2009 while Dalda Sunflower Oil was introduced in Both these sub-brands of Dalda have successfully established themselves and are growing at a fast pace. Dalda Planta cooking oil has a unique proposition of having the taste of banaspati. It is fulfilling the needs of those users who would like to switch to cooking oils while not wanting to let go of the taste of banaspati. Page 68 of 141

70 The full range of Dalda VTF Banaspati, Dalda Cooking Oil, Dalda Canola Cooking Oil, Dalda Sunflower Cooking Oil and Dalda Planta Cooking Oil are now fortified with extra vitamin A, D and E. Manpasand Brand To meet the need and aspiration of consumers from the large mid segment of the market, who liked to have a banaspati and cooking oil which is better than the quality of products available to them but at a price which is competitive, Manpasand brand was launched in It has successfully grown to be amongst the largest brands in its segment. Tullo Brand (A product of Dalda Foods subsidiary) Page 69 of 141

71 Tullo, another iconic food brand of the country was added to the portfolio of Company s edible oils and fats brands when majority shareholding (86%) of Wazir Ali Industries Limited, a well-known and established company in the industry was acquired in Tullo has been nurtured back to full health and has made a successful and dramatic turn around to become one of the fastest growing and strong brands in the edible oils and fats categories. Wazir Ali Industries Limited continues to operate as an independent entity as a subsidiary of Dalda Foods. Food Services In the industrial and HORECA sector Dalda Food s brands Bisco, Cremo, Puff and Fry All serve the needs of biscuit industry, bakery and for use in frying in the confectionary and snacks industry. Dairy Dalda Foods entered in this market in 2015 with the successful launch of its tea creamer brand Cup Shup. In a short span of time Cup Shup has established itself as a fast growing brand, already exceeding 6% market share. A new factory was set up on a 16 acre site near Lahore with state of the art dairy manufacturing plants form GEA, Tetra pack and APV. Page 70 of 141

72 Snacks: Snacks brand Knock Out with five variants of potato crisps was successfully launched in Corn based and Nimko variants are planned to be introduced in the latter part of INDUSTRY OVERVIEW Edible oils and fats is one of the largest segments of the economy. With a total annual food consumption of an estimated 4 million tons 1 of edible oils in the country the size of this industry is estimated to be over PKR 500 billion and growing at an average rate of about 7%. With increasing per capita income and people moving up the economic ladder the growth rate is likely to increase at a steady pace. About 70% share of the total market is that of banaspati with cooking oil at about 30% share but growing at relatively faster pace than banaspati. Of the over four million tons of edible oils and fats consumption about 2.5 million tons is used for home cooking use while an estimated 1.5 million tons is consumed in the industrial sectors like biscuits, snacks, etc. production and hotels, restaurants, etc. (HORECA). Dalda Foods operates in both these sectors. 1 Oil Seeds and Products Annual GAIN Report Page 71 of 141

73 Pakistan is ranked as the 5 th largest milk producing country in the world with almost 40 billion liters per anum with a value of over PKR 2.5 trillion. Branded Liquid Tea Creamer market is estimated to be PKR 40 bn/year (400 million liters) and has grown at 20% during last three years. Snacks market is estimated to be PKR 30 bn/year of which branded segment is PKR 20 bn/year. The snack market has grown at 25% during the last five years. For the next five years it is conservatively estimated to grow at 20%. 4.6 EXPANSION PLAN: OVERVIEW AND STATUS OF EXPANSION. Dalda Foods has already commissioned and is successfully operating a 300 tons per day capacity edible oil seeds extraction plant. The existing factory site is located at back up area near Port Qasim Authority and has provision to enhance capacity. The Company has already received proposal from world class machinery suppliers i.e. Desmet Ballestra Group, a group based in Paris, France. The total cost of machinery Ex factory - for the preparation and solvent extraction plant is estimated at PKR 600 million. The total investment including the machinery and ancillary equipment s and building infrastructure is estimated to be PKR 3,000 million and is expected to be operational within 24 months which will increase the capacity of by additional 500 tons oil seeds crushing per day. Details of the proposal as follows: S. No. Machine type Supplier Amount PKR Capacity mn (TPD) 1 Seed Preparation Plant Desmet Ballestra Group Solvent Extraction Plant Desmet Ballestra Group Equipment s will be ready months from commencement day of the contract - 30% down payment, 70% payment on delivery. Summary of Cost and Capital Expenditure: Given below is the breakdown of the expansion cost of solvent extraction plant: S. No Particulars Total Cost (PKR mn) 1 Edible Oilseeds Solvent Extraction Plant: International Suppliers i.e. Desmet Ballestra Freight, duties & taxes etc Solvent Extraction Building Seed Preparation Building Meal Storage Building Seed Storage Silos Refining Facility Mechanical Installation Electrical & Infrastructure Utilities Land Development Contingency Working Capital 400 Total 3,000 Implementation Schedule: The project is expected to take 24 months for its completion. Key milestones and activity expected completion dates are as follows: Page 72 of 141

74 S. No. Project Milestones Expected completion date 1 Identification and earmarking of Land Completed 2 Quotation May Preliminary Engineering Design July Detailed Engineering Design September Environmental Impact Assessment November Capital Proposal Approval December Contract Finalization with equipment support January Payout finalization of equipment with auxiliaries February Opening of L/C for machinery import February Civil Works November Delivery of Electrical equipment December Delivery of plant and machinery February Installation of plant and machinery April Dry Run of Plant May Commercial Production June VENDORS TO THE ISSUER The list of vendors for Dalda is fairly exhaustive and comprises of both international & local companies. International companies which Dalda Foods Ltd deals with includes Nidera BV & Glencore Agriculture BV (Netherland), FGV Trading SDN BHD (Malaysia), Astra KLK Pte Ltd (Singapore), Louis Dreyfus Company & IFF International Flavour & Fragrances Inc. (USA) and Kerry ingredients (Ireland) are few examples. In context of local companies Mapak Edible Oils (Pvt) Ltd, Tetra Pak Pakistan Limited & Packages Limited are some notable vendors. 4.8 RISK FACTOR The following risks identified are specific to the industry in which Dalda Foods is operating and general risk. All these risk are managed through a structured mitigating plan Business Risk: Sales Volume and profitability might be adversely impacted due to decrease in demand of company product and/or intensification of competition Loss on Inventory Due to Edible Oil Prices Volatility: Raw edible oils are a major component of cost of finished products. Almost 80 percent of the edible in the country is imported and sourced from countries like Canada, USA, Argentina, Brazil, Ukraine, Australia, Malaysia, Indonesia, etc. Due long lead times involved in shipping, almost 12 to 16 weeks sales equivalent of edible and products have to be carried in inventory. Raw edible oils are traded on commodity exchanges in these exporting countries. The swings in prices on these commodity exchanges are sharp and frequent. In case of sudden and sustained steep drop or a high spike in prices where the Company is not able to adjust the final price of products, there can be a risk of loss or a gain on the high inventory which is required to be kept Foreign Exchange Volatility: Raw edible oils are bought from international commodity markets located in countries like Canada, USA, Argentina, Brazil, Ukraine, Australia, Malaysia, Indonesia, etc. The currency rate movement between US Dollar and Pak Rupee can have a significant impact upon the landed price of edible oils which the Company may not be able to pass on in product prices. Page 73 of 141

75 4.8.4 Regulatory Risk: Regulatory risks relates to changes in government policies which may affect the industry. Changes in regulatory framework can impact the performance of any sector of the industry, such as the action by the Punjab Government in February 2015 in imposing price controls on banaspati and cooking oils in the province Credit Risk: Dalda provides credit facility to utility stores corporation and is exposed to the financial risk of counterparty being unable to discharge its obligation. Default by such parties would negatively affect the company s financial standing Economic Slowdown: The growth of any sector is affected by the economic conditions prevailing in the country. An economic slowdown may adversely affect the growth and performance of the food sector Inflation and Interest Rate Risk: High interest rates and inflationary pressures on a long term basis may have an adverse impact on the business operations of the Company Snacks Raw Material Sourcing: Snacks business success is dependent upon sourcing of right quality of Potato. Failure to procure snacks raw material will lead to diminishing sales and market share Risk in delay of commercial production of Solvent extraction plant: Delay in commercial production of Solvent extraction will have adverse impact on business profitability Risk of failure of new businesses: Dairy and Snacks business inability to deliver business target due to changes in economic & competitive scenario Operational Risk: The risks that new lines of businesses the Company has entered into in the recent past may take longer than planned in scaling up or operational commissioning of edible oil seeds extraction plant may take longer than planned Barriers to Entry: The risk that the new entrants capturing market share of existing players Capital Market Risk: After being listed on the securities exchange, the price of company s shares will be determined by market forces driven by socio economic events locally & internationally, capital & money market behavior, competitive scenarios and company performance. The value of share will be subjected to fluctuation based on combined impact of market forces identified above Under- subscription Risk: The issue of Dalda Foods shares may get under- subscribed due to shareholders lack of interest. Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS BEEN INTENTIONALLY CONCEALED IN THIS RESPECT. Page 74 of 141

76 5 FINANCIAL INFORMATION 5.1 AUDITORS REPORT UNDER CLAUSE 1 OF SECTION 2 OF THE FIRST SCHEDULE TO THE PUBLIC OFFERING REGULATIONS, 2017 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS OF DALDA FOODS LIMITED Page 75 of 141

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97 5.4 SUMMARY FINANCIAL HIGHLIGHTS OF DALDA FOODS LIMITED Consolidated Financials (Amounts in PKR millions) As at and for the year ended June 30th Mar 2017 Income Statement Revenue 22,636 21,974 25,946 27,212 29,495 24,522 Cost of Goods Sold 2-19,469-18,599-21,192-21,832-23,674-20,204 Gross Profit 3,168 3,375 4,755 5,380 5,821 4,318 EBITDA 3 1,671 1,668 2,849 3,377 2,880 2,138 Depreciation & Amortization EBIT 1,582 1,542 2,708 3,181 2,568 1,883 Financial Charges Profit Before Taxation 1,403 1,413 2,648 3,033 2,420 1,825 Taxation , Profit After Taxation 975 1,213 1,882 1,843 1,606 1,522 Balance Sheet Non-Current Assets 1,668 2,204 2,760 3,757 4,073 4,008 Current Assets 7,378 5,882 9,040 8,262 9,271 9,598 Total Assets 9,046 8,086 11,800 12,018 13,343 13,606 Paid-up Capital ,000 1,000 3,000 Equity 2,618 3,579 5,019 5,803 5,470 6,620 Short-Term Borrowings Non-Current Liabilities Current Liabilities Net Debt 4 3,238 1,997 1,950 2,870 3,567 3,469 Stock-in-trade Trade debts 6,277 4,285 6,579 5,915 7,586 6,664 Trade and other payables 3, ,561 3,093 Cash Flow Statement Cash Flow: Operating Activities -1,867 3,353 1,407 1, ,722 Cash Flow: Investing Activities , Cash Flow: Financing Activities 1,482-1, ,746-1,190 Net Increase in Cash and Cash Equivalents , , Cash and Cash Equivalents at the Beginning of the Year ,148 1,891 2, Does not include depreciation and amortization 3 EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization 4 Net debt calculated by subtracting cash at hand from long-term debt Page 96 of 141

98 Net Cash Balance 42 1,148 1,891 2, Capex , Growth 5 Sales Growth (%) NA -3% 18% 5% 8% Na EBITDA Growth (%) NA 0% 71% 19% -15% Na Net Growth (%) NA 24% 55% -2% -13% Na Margins Gross Margin (%) 14% 15% 18% 20% 20% 18% EBITDA Margin (%) 7% 8% 11% 12% 10% 9% Net Margin (%) 4% 6% 7% 7% 5% 6% Earnings Ratios Earnings per Share - Basic Break-up Value per Share - Basic Return on Equity (%) 7 37% 39% 44% 34% 28% 25% Return on Assets (%) 8 11% 14% 19% 15% 13% 11% Balance Sheet Ratios Fixed Asset Turnover (x) x 9.97x 9.40x 7.24x 7.24x 6.12x Asset Turnover (x) x 2.72x 2.20x 2.26x 2.21x 1.80x Capex to Total Assets (%) 11 3% 8% 6% 10% 5% 1% Current Ratio (x) x 1.37x 1.37x 1.40x 1.22x 1.44x Inventory Turnover (days) Receivables Turnover (days) Payables Turnover (days) Leverage Ratios Net Debt to EBITDA (x) 1.91x 0.51x 0.02x 0.23x 1.24x 1.45x Debt to Equity (x) 1.24x 0.56x 0.39x 0.49x 0.65x 0.52x Debt to Assets (x) 0.36x 0.25x 0.17x 0.24x 0.27x 0.25x EBITDA/Interest (x) 9.31x 12.91x 47.62x 22.75x 19.42x 37.10x 5 Growth is calculated between FY 2015 and FY Basic Earnings per share is calculated using profit after taxes for the year and the number of shares outstanding at years end 7 Return on Equity calculated using profit after taxes and average equity over the last twelve months 8 Return on Assets calculated using profit after taxes and average assets over the last twelve months 9 Fixed asset turnover calculated using revenues and total non-current assets at year end 10 Asset turnover calculated using revenues and total assets at year end 11 Calculated using cash outflow for purchase of property, plant, and equipment during the year end and total assets at year end 12 Current Ratio calculated by using total current assets and current liabilities at year end 13 Inventory turnover calculated using cost of sales, total stock-in-trade at year end, and assumption of 365 days a year 14 Receivables turnover calculated using sales, total trade & other receivables at year end, and assumption of 365 days/year 15 Payables turnover calculated using cost of sales, total trade and other payables at year end, and assumption of 365 days a year Page 97 of 141

99 (EBITDA - Capex) 1,921 2,329 3,563 4,580 3,485 2,327 (EBITDA Capex)/Interest (x) 10.70x 18.04x 59.55x 30.86x 23.50x 40.37x Number of Shares Outstanding Page 98 of 141

100 5.4.2 Unconsolidated Financials (Amounts in PKR millions) Mar 2017 Income Statement Revenue 21,560 20,330 23,614 24,058 26,851 22,477 Cost of Goods Sold 16-18,485-17,098-19,084-19,111-21,568-18,440 Gross Profit 3,075 3,231 4,530 4,947 5,284 4,037 EBITDA 17 1,733 1,637 2,880 3,359 2,808 2,105 Depreciation & Amortization EBIT 1,646 1,512 2,740 3,164 2,498 1,849 Financial Charges Profit Before Taxation 1,473 1,383 2,683 3,018 2,351 1,791 Taxation , Profit After Taxation 1,065 1,181 1,888 1,869 1,599 1,528 Balance Sheet Non-Current Assets 1,706 2,250 2,808 3,805 4,232 4,168 Current Assets 7,088 5,403 8,726 7,907 8,817 9,031 Total Assets 8,794 7,652 11,535 11,712 13,050 13,199 Paid-up Capital ,000 1,000 3,000 Equity 2,601 3,542 4,990 5,799 5,459 6,615 Surplus on Revaluation on Assets Long-Term Debt Current Portion of Long-Term Debt Short-Term Borrowings 3,238 1,997 1,924 2,870 3,567 3,469 Non-Current Liabilities Current Liabilities 6,067 3,903 6,303 5,576 7,288 6,258 Net Debt 18 3, ,461 3,699 3,325 Stock-in-trade 5,570 2,555 4,644 3,213 4,758 3,973 Trade debts 1,091 1,139 1,550 2,250 2,389 2,429 Trade and other payables 2,355 1,609 3,833 1,789 2,675 2,241 Cash Flow Statement Cash Flow: Operating Activities -2,187 3,392 1,398 1, ,692 Cash Flow: Investing Activities Cash Flow: Financing Activities 1,664-1, ,746-1,192 Net (Decrease)/Increase in Cash and Cash Equivalents , , Does not include depreciation and amortization 17 EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization 18 Net debt calculated by subtracting cash at hand from long-term debt Growth is calculated between FY 2015 and FY 2016 Page 99 of 141

101 Cash and Cash Equivalents at the Beginning of the Year ,117 1,703 1, Net Cash Balance 11 1,117 1,703 1, Capex , Growth 19 Sales Growth (%) NA -6% 16% 2% 12% Na EBITDA Growth (%) NA -6% 76% 17% -16% Na Net Growth (%) NA 11% 60% -1% -14% Na Margins Gross Margin (%) 14% 16% 19% 21% 20% 18% EBITDA Margin (%) 8% 8% 12% 14% 10% 9% Net Margin (%) 5% 6% 8% 8% 6% 7% Earnings Ratios Earnings per Share - Basic Break-up Value per Share - Basic Return on Equity (%) 22 41% 38% 44% 35% 28% 23% Return on Assets (%) 23 12% 14% 20% 16% 13% 11% Balance Sheet Ratios Fixed Asset Turnover (x) x 9.04x 8.41x 6.32x 6.34x 5.39x Asset Turnover (x) x 2.66x 2.05x 2.05x 2.06x 1.70x Capex to Total Assets (%) 26 3% 9% 6% 10% 5% 1% Current Ratio (x) x 1.38x 1.38x 1.42x 1.21x 1.44x Inventory Turnover (days) Receivables Turnover (days) Payables Turnover (days) Leverage Ratios Net Debt to EBITDA (x) 1.86x 0.54x 0.08x 0.44x 1.32x 1.58x 19 Growth is calculated between FY 2015 and FY Basic Earnings per share is calculated using profit after taxes for the year and the number of shares outstanding at years end 21 Basic Break-up value per share calculated using total equity and number of shares outstanding at years end 22 Return on Equity calculated using profit after taxes and average equity over the last twelve months 23 Return on Assets calculated using profit after taxes and average assets over the last twelve months 24 Fixed asset turnover calculated using revenues and total non-current assets at year end 25 Asset turnover calculated using revenues and total assets at year end 26 Calculated using cash outflow for purchase of property, plant, and equipment during the year end and total assets at year end 27 Current Ratio calculated by using total current assets and current liabilities at year end 28 Inventory turnover calculated using cost of sales, total stock-in-trade at year end, and assumption of 365 days a year 29 Receivables turnover calculated using sales, total trade & other receivables at year end, and assumption of 365 days/year 30 Payables turnover calculated using cost of sales, total trade and other payables at year end, and assumption of 365 days a year Page 100 of 141

102 Debt to Equity (x) 1.24x 0.56x 0.39x 0.49x 0.65x 0.52x Debt to Assets (x) 0.37x 0.26x 0.17x 0.25x 0.27x 0.26x EBITDA/Interest (x) 10.02x 12.66x 50.99x 22.96x 19.19x 36.56x (EBITDA - Capex) 1,980 2,299 3,594 4,533 3,414 2,293 (EBITDA - Capex)/Interest (x) 11.45x 17.77x 63.64x 30.99x 23.33x 39.84x Number of Shares Outstanding Page 101 of 141

103 5.4.3 Peer Group Analysis Name of Companies Market Price 31 Market Cap Revenue 32 PAT 33 PE PB Engro Foods Limited ,641 41,415 1, x 12.52x National Foods Limited ,673 14, x 11.73x Nestle Pakistan Limited 9, , ,076 12, x 34.39x Unilever Pak Foods 6, ,192 9,869 1, x 16.85x Murree Brewery Co. Limited ,866 7, x 2.14x Shezan International ,556 7, x 1.90x Ismail Industries Limited ,882 18,373 1, x 4.05x Rafhan Maize Products Limited 7, ,066 25,260 4, x 5.81x Mean 31.2x 11.18x Median 24.4x 8.77x 120% 100% 97% 80% 60% 61% 40% 20% 16% 7% 31% 11% 25% 30% 19% 12% 10% 12% 7% 5% 35% 24% 0% Engro Foods Limited National Foods Limited Nestle Pakistan Limited Unilever Pak Foods Murree Brewery Co. Limited Shezan International Ismail Industries Limited Rafhan Maize Products Limited ROE ROA 31 Market prices are as on May 12, Revenue is calculated over last twelve months i.e. 31 st March, Revenues and Profit After Tax are calculated over last twelve months i.e. 31 st March, 2017 Page 102 of 141

104 PKR mn 140, , ,000 80, ,076 Revenue 60,000 40,000 20,000 41,415 14,399 9,869 7,060 7,147 18,373 25,260 - Engro Foods Limited National Foods Nestle Pakistan Limited Limited Unilever Pak Foods Murree Brewery Co. Limited Shezan International Ismail Industries Limited Rafhan Maize Products Limited PKR mn Net Profit 14,000 12,000 12,506 10,000 8,000 6,000 4,000 2,000-1,609 Engro Foods Limited 876 National Foods Limited Nestle Pakistan Limited 1,386 Unilever Pak Foods 961 Murree Brewery Co. Limited 223 Shezan International 1,169 Ismail Industries Limited 4,018 Rafhan Maize Products Limited Page 103 of 141

105 6 MANAGEMENT 6.1 BOARD OF DIRECTORS OF THE COMPANY S. No Name Mohammad Bashir Janmohammad Abdul Rasheed Janmohammad Dawood Perwaiz Hasan Khan Muhammad Ashraf Kothari 5 Abdus Samad 6 Inam Bari 7 Mohammad Rabbani Usual residential address 5/II, Main Khayaban-e- Shahbaz, DHA, Phase 6, Karachi 7-Main Khayaban-e- Shahbaz, DHA Phase VI, Karachi 127-B, Street No. 15, Khayaban-e- Bukhari, Phase VI, DHA, Karachi 133-A-1, Block 3, BMCHS, Sharfabad, Karachi 109/1, Street No. 25, Khayaban-e- Muhafiz, Phase VI, DHA, Karachi 98/1 Khayaban-e- Shahbaz, Phase VI, DHA, Karachi House No. 577, Street No. 4, Designation Non- Executive Director and Chairman Non- Executive Director Executive Director and CEO Non- Executive Director Executive Director Executive Director Executive Director Directorship Held Mapak Edible Oils (Pvt.) Ltd. Mapak Qasim Bulkers (Pvt.) Ltd FWQ Enterprises (Pvt.) Ltd. FKW Global Commodities (Pvt.) Limited Dalda Foods Ltd. Wazir Ali Industries Ltd. Westbury (Pvt.) Ltd. Sofian Business Corporation (Pvt.) Ltd CAS Management (Pvt.) Limited DFL Corporation (Pvt.) Limited Oil Processors & Refiners (Pvt.) Limited Mehran Sugar Mills Limited Mapak Edible Oils (Pvt.) Ltd Mapak Qasim Bulkers (Pvt.) Ltd FWQ Enterprise (Pvt.) Ltd FKW Global Commodities (Pvt.) Limited Dalda Foods Ltd Wazir Ali Industries Ltd Westbury (Pvt.) Ltd Bulk Management (Pakistan) Ltd F&B Bulk Storage (Pvt.) Ltd Shakoo (Pvt.) Ltd Sofian Business Corporation (Pvt.) Ltd Cumberland (Pvt.) Ltd CAS Management (Pvt.) Ltd DFL Corporation (Pvt.) Limited Oil Processors & Refiners (Pvt.) Limited Dalda Foods Ltd Wazir Ali Industries Ltd. DFL Corporation (Pvt.) Limited Oil Processors & Refiners (Pvt.) Limited Dalda Foods Ltd Mapak Edible Oil (Pvt.) Ltd DFL Corporation (Pvt.) Limited. Oil Processors & Refiners (Pvt.) Limited. Wazir Ali Industries Ltd Dalda Foods Ltd. DFL Corporation (Pvt.) Limited. Oil Processors & Refiners (Pvt.) Limited. Wazir Ali Ventures (Pvt.) Ltd Dalda Foods Ltd. DFL Corporation (Pvt.) Limited. Oil Processors & Refiners (Pvt.) Limited. Dalda Foods Ltd. Wazir Ali Industries Ltd. Page 104 of 141

106 S. No Name Perwaiz Masud Ansari Usama Mahmood Khan Ghouri Jahangir Abdullah Rasheed 11 Farhat Rasheed Usual residential address Defence Officers Housing Scheme, Phase 1, Malir Cantt, Karachi 127/1, Main Khayaban-e-Bahria, Phase VI, DHA, Karachi House No. 63, Street No. 1, Off. Khayaban-e-Rahat, DHA Phase 6, Karachi 7-Main Khayaban-e- Shahbaz, Phase VI, DHA, Karachi 7-Main Khayaban-e- Shahbaz, Phase VI, DHA, Karachi Designation Executive Director Executive Director Non- Executive Director Non- Executive Director Directorship Held DFL Corporation (Pvt.) Limited. Oil Processors & Refiners (Pvt.) Limited. Dalda Foods Ltd Wazir Ali Industries Ltd. DFL Corporation (Pvt.) Limited. Oil Processors & Refiners (Pvt.) Limited. Dalda Foods Ltd DFL Corporation (Pvt.) Limited Wazir Ali Industries Ltd. Wazir Ali Ventures (Pvt.) Ltd. Oil Processors & Refiners (Pvt.) Limited. Westbury (Pvt.) Ltd F&B, Bulk Storage (Pvt.) Ltd Sofian Business Corporation (Pvt.) Ltd DFL Corporation (Pvt.) Limited. Dalda Foods Ltd Wazir Ali Industries Ltd. Oil Processors & Refiners (Pvt.) Limited. FKW Global Commodities (Pvt.) Limited Bulk Management (Pakistan) Ltd Shakoo (Pvt.) Ltd Trading Enterprises (Pvt.) Ltd DFL Corporation (Pvt.) Limited. Oil Processors & Refiners (Pvt.) Limited. Dalda Foods Ltd 6.2 UNDERTAKING BY THE COMPANY AND ITS SPONSORS The Company and its sponsors undertake: 1. That neither Issuer nor its directors, sponsors or substantial shareholders have been holding the office of the directors, or have been sponsors or substantial shareholders in any company which: (i) which had been declared defaulter by the securities exchange or futures exchange; or (ii) whose TRE Certificate has been cancelled or forfeited by the Exchange, PMEX or any other registered stock exchange of Pakistan that existed prior to integration of stock exchanges pursuant to Integration Order number 01/2016 dated January 11, 2016 issued by the Commission due to noncompliance of any applicable rules, regulations, notices, procedures, guidelines etc. which has been de-listed by the securities exchange due to non-compliance of its regulations. (iii) was de-listed by the Exchange due to its non-compliance of any applicable provision of PSX Regulation 2. That none of the Sponsors, Major Shareholders, Directors or Management of the Company as well as the Company itself or its Associated Company / Entity have been found guilty of being engaged in any fraudulent activity. The Company has made full disclosure regarding any / or all cases in relation to involvement of the person named above in any alleged fraudulent activity i.e., pending before any Court of Law / Regulatory Body / Investigation Agency in or outside of the country; and Page 105 of 141

107 6.3 OVERDUE LOANS There are no overdue loans (local or foreign currency) on the Company or its directors and its sponsors. The Company, its CEO, its directors and its sponsors, under the oath, undertakes that they have no overdue payment to any financial institution. 6.4 DIVIDEND PAYOUT BY THE GROUP COMPANIES AND ASSOCIATED COMPANIES No dividend was paid by Wazir Ali Industries Ltd, Wazir Ali Ventures Ltd & Oil Processors & Refiners (Pvt) Ltd, in last five (5) years. 6.5 PROFILES OF DIRECTORS 1. Mr. Mohammad Bashir Janmohammad- Chairman & Non-Executive Director Mr. Mohammad Bashir Janmohammad, a founding Director and Chairman of the Board of Dalda Foods Ltd, is a fellow of Chartered Accountants and Commerce & Law Graduate. He is in business since 1966 and currently is Chairman of Westbury Group of Companies having Joint Venture Projects with Malaysian leading Corporation FELDA. Westbury Group has synergy in Edible Oils having Edible Oil Refinery, Dedicated Edible Oil Jetty and Bulk Storage Terminals at Port Qasim. He is also present Chairman of Pakistan-Malaysia Business Council of FPCCI and has led many trade delegations to United States, United Kingdom, Malaysia, Indonesia etc. to promote business relationship. He is also Chairman of Centre of Advance Studies in Karachi (The CAS School) and Executive Council Member, Board of Governors and Financing & Planning Committee of Institute of Business Management (IoBM). He is also Managing Trustee of Janmohammad Dawood Trust and President of 250 bedded hospital located in the poor vicinity of Kharadar namely Kharadar General Hospital. He is also serving as Member Board, Civil Aviation Authority. Mr. M. Bashir Janmohammad has served Karachi Stock Exchange as President for six years and has been Chairman / Director of PICIC, PICIC Insurance and Central Depository Company (CDC). He was also Board Member of Port Qasim Authority. He is also a Trustee of Dalda Foundation Trust. He is a Life Member of Federation of Pakistan Chambers of Commerce & Industry (FPCCI) and Council Member of International Seed Crushers Association (ISCA) UK. 2. Mr. Perwaiz Hasan Khan- Chief Executive Officer & Executive Director After graduating from the University of Engineering & Technology, Lahore with a degree in Engineering, he joined Unilever Pakistan Limited. He worked there on various sides of the business in Pakistan as well as overseas in the Netherlands and UK. He was elected to the Board of Unilever Pakistan in 1992 as HR Director and later as Director Supply Chain & Technology. Mr. Khan is a founding Director of Dalda Foods Limited and its first Chief Executive Officer and since then has overseen its remarkable growth journey. He is a member of Pakistan Engineering Council; Institute of Engineers Pakistan; American Society of Mechanical Engineers, Society of Human Resource Management, USA; Industrial Advisory Board, Habib University; Pakistan- Malaysia Business Council of Federation of Pakistan Chamber of Commerce and Industries; Trustee Dalda Foundation Trust. 3. Mr. Abdus Samad- Executive Director- Finance & IT Mr. Samad, a seasoned Finance professional, joined Unilever Pakistan Limited straight after leaving A F Ferguson & Co Chartered Accountants, in During his association of over two decades with Unilever he held multifarious positions in Finance, Accounts and Supply Chain. He played a major role in the merger of Lipton Pakistan with Unilever and also led the post acquisition integration of Polka Ice Cream. Page 106 of 141

108 In March 2004 he was seconded to Rafhan Bestfoods Limited as Chief Financial Officer and was elected to the Board as Director Finance. Mr. Samad is a founding Director and played a pivotal role in the formation of the new company Dalda Foods (Private) Limited which he joined as Director Finance and IT in 2004, a position he still holds. From 2008 till 2015 he concurrently held the position of Chief Executive Officer of Wazir Ali Industries Limited, a subsidiary company. He is also Trustee of Dalda Foundation Trust. 4. Mr. Mohammad Rabbani- Executive Director- Sales & Distribution Mr. Rabbani is a fellow member of Institute of Cost & Management Accountant of Pakistan. His professional experience started from Unilever Pakistan where he served in different capacities such as Finance as management accounting professional, Manager Taxation, Commercial manager of Agri business, Customer Service Manager, Raw material Buyer and worked in various regional committees. He is a founding Director and since the incorporation of Dalda Foods Limited, Mr. Rabbani is heading the Sales and Distribution Function of the Company and is a Trustee Dalda Foundation Trust. 5. Mr. Inam Bari- Executive Director-HR & Sourcing Mr. Inam Bari is a Cost and Management Accountant from UK. Having worked about 5 years in the UK in Accounts and Management Accounting fields he moved to Pakistan. He has over 25 years of experience at Unilever Pakistan in Accounts, Finance, Packaging Material Buying, and Commercial management, Raw materials Buying, Total Quality Management, Customer Services Manager, Management Accounts, Exports and heading the Procurement function there.. He is a founding Director and since the incorporation of Dalda Foods Limited, Mr. Bari heads the Human Resource and Sourcing/Buying Function in the Company and is a Trustee of Dalda Foundation Trust. 6. Mr. Usama Mehmood Khan Executive Director -Marketing Mr. Khan is a graduate of the Institute of Business Administration (IBA), Karachi in 1996 with BBA (Hons) and MBA, major in Marketing and Finance. Post his graduation, he worked with blue chip organizations like Caltex Oil Pakistan, Philips Pakistan and Unilever Pakistan in their Finance, Marketing, Sales and Trade Marketing functions. He is a founding Director of Dalda Foods Limited its first Marketing Director and the youngest Executive Director on the Board of Directors. Mr. Khan has remained instrumental in the turnaround and transformation of Dalda Foods into a Pakistani food industry s powerhouse by leading its Marketing and Institutional Sales functions. In addition to this role, Mr. Khan also spearheaded the business diversification project and entry of Dalda Foods into the new business categories of Dairy and Snacks, with direct responsibilities of Marketing, Sales, R&D, and Manufacturing Operations. Mr. Khan is a member of the American Marketing Association (AMA) and a Certified Director from the Pakistan Institute of Corporate Governance (PICG) and is a Trustee of Dalda Foundation Trust. 7. Mr. Perwaiz Ansari- Executive Director- Technical Holds a Masters of Science Degree in Engineering from Moscow Institute of Steel and Alloys with diversified experience of 40 years working in FMCG, Foods and other industries, with exposure in international and domestic markets and work experience in the United Kingdom, South East Asia, Middle East, Caribbeans, Latin America, Europe and Africa. Page 107 of 141

109 He has had a progressive career path from front entry level position to the board positions. Companies served include Pakistan Steel, Unilever PLC UK, Unilever Pakistan. Mr. Ansari joined Dalda Foods Limited since its inception heads the technical function of the Company as its Technical Director and a Trustee of Dalda Foundation Trust. 8. Mr. Abdul Rasheed Janmohammed- Non Executive Director Mr. Abdul Rasheed Janmohammed, a founding Director of Dalda Foods Limited is Master of Law and Commerce Graduate. He is presently Chief Executive of Westbury Group of Companies having Joint Venture Projects with leading companies of Malaysia having Edible Oil Refinery, Dedicated Jetty, Bulk Liquid Cargo Terminal at Port Qasim. He is also involved in export of Rice with the most modern Rice Processing Unit at Port Qasim and is also looking after several companies with diversified businesses. Mr. Rasheed Janmohammed is Chairman of Pakistan Shippers Council of FPCCI and President of Bin Qasim Association of Trade & Industry (BQATI). He is also Member of Managing Committee of Kharadar General Hospital and Member Executive Committee of Federation of Pakistan Chambers of Commerce & Industry (FPCCI) and All Pakistan Solvent Extractors Association (APSEA). He is also Chief Executive of Pakistan Edible Oil Conference (PEOC) which organized two consecutive Global Edible Oil Conferences in Pakistan and Member of Rotary Club of Karachi. He is also Director of National Trade & Transport Facilitation Committee (NTTFC) of Ministry of Commerce, Government of Pakistan. He is also a Trustee of Dalda Foundation Trust. He is Immediate Past Chairman of Pakistan Edible Oil Refiners Association (PEORA) and Ex-Chairman of Association of Shippers Councils of Bangladesh, India, Pakistan and Sri Lanka (ASCOPIBS). Mr. Rasheed Janmohammed has participated in leading Edible Oil Conferences of the World as a Speaker in Malaysia, Indonesia, Dubai and Pakistan. 9. Mr. Muhammad Ashraf Kothari Non Executive Director Mr. Ashraf Kothari, a founding Director of Dalda Foods Limited qualified as a Chartered Accountant in 1974 and a fellow of the Institute of Chartered Accounts of Pakistan. He has served as Chief Executive of Golden Arrow Selected Stocks Fund Ltd a listed company till He has been a member of various committees of PSX (Formerly KSE) namely Company Affairs, Taxation and Demutualization Committees. He is the Honorary General Secretary of 225 bedded non-profitable Kharader General Hospital located at low lying area of Lyari. Since 1995 he is on the Board of Mapak Edible Oils (Pvt.) Ltd edible oil refinery a joint Venture of Westbury Group and Malaysian Group of Companies. He is also a Trustee of Dalda Foundation Trust. 10. Mr. Jahangir Abdullah Rasheed- Non Executive Director Mr. Jahangir Abdullah Rasheed is a Commerce Graduate from McGill University, Canada and has done his Masters in Business Accounting & Finance from University of Warwick, U.K. After finishing his studies, he joined his family business in 2013 as Director Westbury Group of Companies. He is looking after Trading and production of Edible Oils, Oilseeds, Rice and Pulses. Mr. Jahangir is Trustee in Janmohammed Dawood Trust and Managing Committee Member of Kharadar General Hospital. 11. Ms. Farhat Rasheed- Non Executive Director Ms. Farhat Rasheed is a Graduate of Business Administration and has done her Masters in Marketing from Institute of Business Management (IoBM). She is a Gold Medalists in MBA Marketing. Page 108 of 141

110 After finishing her studies, she joined Unilever Pakistan as Management Trainee and was promoted as Assistant Brand Manager. After working with Unilever for four years, she joined family business as Director and looks after trading of Edible Oils, Rice Exports and also launched a local Rice Brand SHAHENSHAH in Ms. Farhat Rasheed is President of SHOW YOU CARE, an NGO which is providing awareness to the general public viz a viz rights of less able and physically challenged people. She is also the Member, Managing Committee of Kharadar General Hospital. 6.6 PROFILES OF OTHER KEY MANAGEMENT 1. Mr. Rafiq-ul-Islam Chief Financial Officer Mr. Rafiq ul Islam holds MBA degree from IBA. He has worked with Unilever in various Senior Finance positions including Finance Director, Audit Director of North Asia and Greater China and Regional Finance Manager of Africa, Middle East & Turkey. With four varied expatriations to Europe, Middle East, South East Asia & Africa, he brings in a broad experience in Finance, complemented by deep FMCG business understanding. Rafiq has also worked in Pakistan as CFO of National Foods Ltd and Finance Director of Fauji Fresh & Freeze Ltd. 2. Ms. Roxanne Mehta - Company Secretary Ms. Roxanne Mehta has done her MBA in Finance from Institute of Business Management (IoBM), Karachi. She has over 10 years of rich experience in financial institutions and manufacturing businesses. She has been with Dalda Foods since 2012, managing the treasury function and currently the corporate affairs of the business as well. 3. Mr. Fahad Jamil Audit Manager Mr. Fahad Jamil is a Chartered Accountant and Master in Economics. He has over 4 years of experience in audit and systems mainly in large diversified manufacturing industries. He joined Dalda Foods in 2017 and heads the internal audit function. 4. Mr. Asif Hamza Works Manager, Karachi Operations Mr. Asif Hamza heads the edible fats and oils manufacturing operations of the Company in Karachi. He is an Electrical Engineer by profession and brings with him a rich and varied experience of over 35 years. Prior to joining Dalda Foods in 2004 he had been associated with Unilever Pakistan on the technical side. Before that he had worked in Saudi Arabia and Kuwait at Desalination Plants in electrical and instrumentations department. 5. Mr. Tahir Anis Works Manager, Lahore Operations Mr. Tahir Anis heads the dairy and snacks manufacturing operations of the Company in Lahore. He has done his Masters in Food Science & Technology from University of Delaware, USA. He has over 24 years of manufacturing, product development, quality assurance and supply chain experience working in senior positions in Pakistan, Sri Lanka, and UAE. He has been with Dalda Foods since Prior to that, amongst other companies, he had worked with Unilever Pakistan Foods, Shan Foods, and IFFCO in UAE. 6. Mr. Mohammad Waseem Fareed General Sales Manager Mr. Mohammad Waseem Fareed is a gold medalist from Punjab Group of Colleges and scholarship holder in MBA Marketing from IBA- Punjab University in He is a thorough sales professional who brings in over 17 years of rich and varied experiences of fast moving consumer products sales with a deep understanding of all the route to market channels. He is associated with Dalda Foods since Mr. Amjad Ali Shah Bukhari General Manager HR Page 109 of 141

111 Mr. Amjad Ali Shah Bukhari brings with him over 36 years of experience of all aspects of human resources function. He has an MBA in HR, LLB, M.A (Pol. Sc) and a Post Graduate Diploma from NILAT. He has been involved in leadership roles in talent development processes while working with companies like Merck Sharp & Dhome, Roche Pakistan, Chloride Pakistan, etc. Prior to joining Dalda Foods in 2013, his most recent position was Director Human Resources at OBS Group of Companies. 8. Mr. Haleem Siddiqui Manager Buying and Planning Mr. Haleem Siddiqui has vast experience of supply chain planning, procurement, finance, etc. spread well over 38 years. He has an MBA degree from IBA Karachi. He has been with Dalda Foods since Prior to that he had been associated with Unilever Pakistan on the supply chain and accounting side of the business. 9. Mr. Adnan Habib Khan General Administration Manager Mr. Adnan Habib Khan brings to his role rich and varied experiences of over 25 years in sales, marketing, distribution, administrative services and corporate relations. His knowledge and expertise is in diverse administrative management, industrial relations, complex negotiations, security management, etc. He has been with Dalda Foods since Prior to that he was associated with Unilever Pakistan Ltd. 10. Mr. Farhan Humayun Manager Information Technology Mr. Farhan Humayun is a thorough IT professional with over 18 years rich experience managing all areas of information technology. His expertise is in project management of large size IT projects, enterprise resource planning systems, like SAP, business analytics, etc. He played a key leadership role in implementation of SAP system in the Company. He has been with Dalda Foods since NUMBER OF DIRECTORS At present, the composition of the Board consists of 11 directors, including the Chief Executive Officer. 6.8 QUALIFICATION OF DIRECTORS The qualification of a Director shall be the holding of shares in the Company for the nominal value of PKR 10 at least in his own name but a director representing an interest holding shares of the nominal value of PKR 10 or more shall require no share qualification, subject to the compliance with the provisions of the Companies Act. No person shall be appointed as a Director of the Company who is ineligible to be appointed as Director on any one or more of the grounds enumerated in Section 153 of the Companies Act or any other law for the time being in force. 6.9 REMUNERATION OF THE DIRECTORS The remuneration of the Directors shall, from time to time, be determined by the Company in general meeting subject to the provisions of the Companies Act. Any Director who serves on any committee or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director may be paid, subject to law, such extra remuneration by way of salary, percentage of profits or otherwise as the Company in general meeting may determine BENEFITS TO PROMOTERS AND OFFICERS No amount of benefits has been paid or given during the last three years or is intended to be paid or given to any promoter or to any officer of the Company other than as remuneration for services rendered as whole-time executive of the Company. Page 110 of 141

112 6.11 INTEREST OF DIRECTORS All directors of Dalda may be deemed to be interested to the extent of their shareholding in the Company and fees payable to them (if any), for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them, if any under the articles of association, and to the extent of remuneration paid to them, if any for services rendered as an officer or employee of the Company. All directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of their shareholdings noted above INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY None of the Directors of the Company had or has any interest in any property acquired by the Company or proposed to be acquired by the Company ELECTION OF DIRECTORS Any person who seeks to contest an election to the office of Director shall, whether he is a retiring Director or otherwise, file with the Company, not later than fourteen days before the date of the meeting at which elections are to be held, a notice of his intention to offer himself for election as a Director, provided that any such person may, at any time before the holding of the election, withdraw such notice. The present Directors were elected on October 24th, The next election has be held within 3 years and it is expected to be held in October DFL Corporation (Pvt.) Limited, being the parent company, has undertaken that the composition of board of Directors of Dalda Foods Limited will be brought in line with the of Code of Corporate Governance of PSX Rule Book in the upcoming election i.e. October VOTING RIGHTS According to Article 44 of the Articles of Association, on a show of hands, every Member present in person shall have one vote. On a poll, every Member entitled to vote, present in person or by proxy shall have one vote in respect of each Share held by him INTERNAL AUDIT The Board of Directors has set up an effective internal audit function managed by suitable qualified and experienced personnel who are conversant with the policies and procedures of the Company and are involved in the internal audit function on a full time basis. The Audit Committee of Dalda Foods Ltd comprises of four members including the Chairman of the Committee. Two members are Non-Executive Directors. The terms of reference of the Audit Committee is in line with the Code of Corporate Governance. Broadly, the committee assists the Board in fulfilling their oversight responsibilities in respect of the integrity of: Dalda s financial statements; internal control arrangements; compliance with legal and regulatory requirements and the performance of the internal audit function. The committee is also responsible for making recommendations to the Board on the nomination of and compensation payable to the external auditors. The audit committee comprises of the following members: Mr. Abdul Rasheed Jan Mohammad Dawood Mr. Inam Bari Mr. Muhammad Ashraf Kothari Mr. Mohammad Rabbani Page 111 of 141

113 6.16 HUMAN RESOURCE AND REMUNERATION COMMITTEE The Company has set up an effective Human Resources function managed by suitable and qualified personnel who are conversant with the policies & procedures of the organization and are involved in Human Resources function on a full time basis. The Human Resources and Remuneration Committee comprises of the following members: Mr. Abdul Rasheed Jan Mohammad Dawood Mr. Muhammad Ashraf Kothari Mr. Inam Bari 6.17 BORROWING POWERS OF DIRECTORS The Directors may, from time to time at their discretion obtain finance or raise or borrow money/term capital, participatory redeemable capital from Banks, financial institutions, or from any other institution or Person and secure the payment of any such sum or sums of money borrowed, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, and to issue participation term certificates, terms finance certificates, modaraba / musharika, debentures, debenture stocks or any other type of security permitted by law and may themselves lend to the Company on security or otherwise POWERS OF DIRECTORS The control of the Company shall be vested in the Directors and the Business of the Company shall be managed by the Directors as per the Articles of Association subject to any restrictions under the Ordinance FINANCIAL PERFORMANCE OF OTHER ASSOCIATED LISTED COMPANIES Dalda Foods has no associated listed company under the same management CORPORATE GOVERNANCE The Company shall comply with all the rules and regulations applicable to the Company with regards to the Code of Corporate Governance of Listed Companies. Furthermore, the Company will also ensure that at least half of the board of directors will have fulfilled the requirement of the director s training by June 2018 as required under the PSX regulations. The Company shall also encourage representation of minority shareholders on the board of directors INVESTMENT IN ASSOCIATED COMPANIES Dalda Foods Limited has no investments in any associated companies INVESTMENT IN SUBSIDIARIES Dalda Foods Limited (DFL) has an investment of PKR million in Wazir Ali Industries Limited (WIL), the shareholding of Dalda Foods Limited (DFL) in Wazir Ali industries is 86.74%. WIL has 100% holding in its subsidiary company Wazir Ali Ventures (Pvt.) Limited (WAVL). DFL holds 86.74% equity stake in WIL and in turn the same percentage in WAVL being 100% owned subsidiary of the subsidiary. The principle activity of the subsidiary company is to manufacture and sell vegetable banaspati and cooking oil under the brand name "Tullo". Wazir Ali Industries Limited was incorporated under the Companies Act, 1913 (now the Companies Ordinance, 1984) as a public limited company. The registered office of WAIL is F-33, Hub River Road, SITE, Karachi. Page 112 of 141

114 6.23 REVALUATION OF FIXED ASSETS Company s operating property plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any, except for freehold land which is stated at cost. No revaluation of Fixed Assets has been done since the inception of the Company CAPITALIZATION OF RESERVES There has been no capitalization of reserves since the inception of the Company. Page 113 of 141

115 7 MISCELLANEOUS INFORMATION 7.1 REGISTERED OFFICE / CORPORATE OFFICE REGISTERED OFFICE Dalda Foods Ltd Karachi Factory F-33, Hub River Road, S.I.T.E. Karachi. CORPORATE OFFICE Dalda Foods Limited 7-C, Nishat Commercial Lane 2, Khayaban-e-Nishat Phase VI, DHA, Karachi 7.2 PLANT ADDRESS OF THE COMPANY KARACHI FACTORY Dalda Foods Ltd Karachi Factory F-33, Hub River Road, S.I.T.E. Karachi. PORT QASIM FACTORY Dalda Foods Ltd Port Qasim Factory, Plot # OZ/1/P-176, Backup Area of Port Qasim Authority Karachi LAHORE FACTORY Dalda Foods Ltd Lahore Factory, Manga 2.5 km, Manga Raiwand Road, Lahore BANKERS TO THE ISSUE FOR BOOK BUILDING Bank Al Habib Limited and Habib Metropolitan Bank Limited 7.4 BANKERS TO THE ISSUE FOR GENERAL PORTION AlBaraka Bank Limited Bank Islami Pakistan Limited MCB Bank Limited Allied Bank Limited Dubai Islamic Bank Pakistan Limited Meezan Bank Limited Askari Bank Limited Faysal Bank Limited Summit Bank Limited Bank Al Habib Limited Habib Bank Limited United Bank Limited Bank Alfalah Limited Habib Metropolitan Bank Limited Page 114 of 141

116 7.5 BID COLLECTION CENTERS Contact Officer: Direct No.: PABX No.: Fax No.: Postal Address: Karachi Lahore Contact Officer: Mobile No.: Fax No.: Postal Address: Islamabad Peshawar Contact Officer: Mobile No.: Direct: PABX: Fax No.: Postal Address: Quetta Gilgit/Baltistan Contact Officer: Mobile No.: Direct: PABX: Fax No.: Postal Address: Azad Kashmir 7.6 BANKERS TO THE COMPANY Allied Bank Limited Faysal Bank Ltd Standard Chartered Bank Pakistan Bank Alfalah Limited Habib Bank Ltd United Bank Limited Bank Alfalah-Islamic Banking Habib Metropolitan Bank Ltd Bank Al-Habib Limited MCB Bank Limited Dubai Islamic Bank Ltd Meezan Bank Ltd Page 115 of 141

117 7.7 AUDITORS OF THE COMPANY KPMG Taseer Hadi & Company 1 st Floor Shaikh Sultan Trust Building No. 2 Beaumont Road, Karachi. 7.8 LEGAL ADVISOR OF THE COMPANY Haider Mota BNR Barristers at Law & Corporate Counsellors D-79, Block 5, Clifton, Karachi 75600, Pakistan 7.9 TRANSACTION LEGAL COUNCIL Haider Mota BNR Barristers at Law & Corporate Counsellors D-79, Block 5, Clifton, Karachi 75600, Pakistan 7.10 CONSULTANT TO THE ISSUE Arif Habib Limited Arif Habib Center, 23 M.T. Khan Road, Karachi Tel: abdul.qadir@arifhabibltd.com Website: JOINT BOOK RUNNERS Habib Bank Limited Habib Bank Plaza, I.I. Chundrigar Road, Karachi Tel: [ ] [ ] Website: [ ] Bank Alfalah Limited Bank Alfalah Building, I.I. Chundrigar Road, Karachi Tel: [ ] [ ] Website: [ ] 7.11 COMPUTER BALLOTER & SHARES REGISTRAR THK Associates (Pvt.) Limited 1st Floor, 40-C, Block-6, P.E.C.H.S., Karachi 75530, Pakistan. Tel: secretariat@thk.com.pk Website: Page 116 of 141

118 7.12 MATERIAL CONTRACTS & DOCUMENTS OF DALDA FOODS LIMITED Summary of Material Agreements S. No Counter Party M/s. Can S Sun Oil Solution M/s. Edible Oil Processing Services (Pvt.) Limited Haq Engineering & Packaging Services (Pvt) Ltd M/s. Unique Supply Chain Services (Pvt.) Limited Saigal Packages Industries (Pvt.) Limited Unilever Pakistan Limited Nature of Agreement Seed handling, Crushing and Solvent Extraction Services Processing of edible oils Filling, Packaging & Storage Handling and Storage Facility Packaging Manufacturing of TIN Containers Manufacturing Agreement Details of Short-Term Financing Facilities Execution/ Renewal Date June 01, 2015 May 02, 2005 Oct 01,2004 December 14, 2005 May 01, 2012 October 01, 2011 September 02, 2004 Brief Description Provide services related to Seed handling, Crushing and Solvent Extraction. Services related to processing of edible oils for the manufacturing of banaspati banaspati, refined edible oils, margarine and other such edible fat products. Service related to providing filling, packaging, storage (in cooling rooms & warehouse) and proper upkeep and maintenance of related plant and equipment. Services related to warehousing, storage, handling of raw and packaging materials and their inventory. Services related to packaging of cooking oil. Manufacturing and fabrication of TIN containers of various sizes. DFL undertakes to manufacture, package, and deliver and to provide storage space for raw materials, semifinished products and fully finished products related to "Margarine". S. No. Bank Facility Limit (PKR) Millions Mark-up Commission Date Sanctioned Expiry/ Reviewed Date Habib Metropo litan Bank Limited Bank AL Habib Limited Habib Bank Limited TR & or FE25 TR Running Finance Running Finance / Foreign Currency Import Finance / Letter of Guarantee (1,250) (100) 1,200 Running Finance/ Foreign Import Finance 300 FE-25: Case to case basis TR: KIBOR based on tenor of TR+0.25% p.a. 3 Months KIBOR % p.a. RF: 1 Month KIBOR % FE-25: case to case basis Letter of Guarantee: 0.25% per quarter RF: 1 month KIBOR FE-25: Matching LIBOR + Bank Spread December 2016 August 2016 September 2016 December 2017 August 2017 September 2017 Page 117 of 141

119 4 United Bank Limited Running Finance/ Foreign Import Finance 500 RF: 1 Month KIBOR % FE-25: LIBOR based, case to case basis February 2017 February Details of Long-term Financing Facilities The company has not availed any facility related to Long-term financing Details of Non-Fund Based Financing Facilities S. No Bank Habib Metropolitan Bank Limited Bank AL Habib Limited Habib Bank Limited United Bank Limited Facility Limit (PKR million s) Letter of Credit - Sight 2,500 Letter of Credit Usance Acceptance (local / Foreign) Letter of Credit Sight Letter of Credit - Usance (1,000) (1,000) 1,500 (1,000) Letter of Credit-Sight 300 Letter of Credit - Sight/Usance 500 Mark-up Commission LC: 0.10% per quarter 0.05% per quarter 0.05% at the time of establishment 0.05% per quarter Date Sanctioned January 2016 Expiry/ Review Date December 2017 August 2016 August 2017 September 2016 February 2017 September 2017 February Details of Related Party Agreements S. No. 1 Tittle of Agreement Manufacturing Agreement Party to the Agreement Wazir Ali Industries (WIL) Date January onwards Particular Agreement related to manufacturing services. 2 Tenancy Agreement Oil Processors & Refiners (Pvt.) Ltd. December 01, 2015 Rental agreement related to the premises as provided to area for its new refinery, Area for Cooling Tower-1, Area for Cooling tower INSPECTION OF DOCUMENTS AND CONTRACTS Copies of the Memorandum and Articles of Association, the Audited Financial Statements, the Auditor s Certificates, Information Memorandum and copies of the agreements referred to in this Prospectus may be inspected during usual business hours on any working day at the registered office of the Company from the date of publication of this Prospectus until the closing of the subscription list LEGAL PROCEEDINGS There are ordinary litigations incidental to the business, to which the Company is a party. However, none of them have any material impact on the Company or its shareholders except for the following:- Page 118 of 141

120 For tax years 2007 and 2008, tax authorities have issued amended orders raising tax demand of PKR million and PKR million respectively. Appeals filed with the Appellate Tribunal inland Revenue (ATIR) against these orders were decided against the Company. The Company has filed petitions against these orders which are pending before the Honorable Singh High Court. Though the Company is confident about the positive outcome of the case, adequate provision was made purely as a matter of abundant caution. However, subsequent to the reporting period, the liability has been settled under protest for the tax years 2007 and Recently, ATIR/ACIR decided appeals filed for the tax year 2009 to 2012 in favour of the Company by allowing tax relief on the issue of clause (13C). Further, the orders of ATIR for the tax years 2013 to 2015 were also received whereby ATIR has remanded the issues including the issue of clause (13C) back to the assessing officer with the directions to decide the grounds agitated in appeals in accordance with law.. As the main issue is common in all tax years i.e to 2015, therefore in the light of the above favorable decisions of ATIR for the year 2009 and based on the merits of the case, the company is confident that the appeals for tax years 2010 to 2015 will also be decided in its favour. Besides, the Company also received certain notices in respect of sales tax, federal excise duty and income tax related matters. However, on appeals filed by the Company, the Honourable High Court of Sindh has suspended the proceedings. A case is also pending before the Sindh Labour Appellate Tribunal which is also of a nominal amount MEMORANDUM OF ASSOCIATION The Memorandum of Association, inter alia, contains the objects for which the Company was incorporated and the business which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and with every issue of the Prospectus except the one that is released in newspapers as advertisement FINANCIAL YEAR OF THE COMPANY The financial year of the Company commences on 1st July and ends on 30th June each year. Page 119 of 141

121 8 APPLICATION AND ALLOTMENT INSTRUCTIONS 8.1 ELIGIBLE INVESTORS INCLUDE: 1. Pakistani citizens resident in or outside Pakistan or Persons holding dual nationalities including a Pakistani nationality; 2. Foreign Nationals whether living in or outside Pakistan 3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be); 4. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts, (subject to the terms of the Trust Deed and existing regulations); and 5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan. 8.2 APPLICATION MUST BE MADE ON THE COMMISSION S APPROVED APPLICATION FORM OR ALEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING AT LEAST 62 GM 8.3 COPIES OF THE PROSPECTUS Copies of this Prospectus and applications forms can be obtained from members of PSX, the Bankers to the Issue and their Branches, the Consultant to the Issue & the Joint Book Runners to the Issue, and the registered office of the Company. The Prospectus and the Application Form can also be downloaded from the following websites: and The applicants are required to complete the relevant sections of the application in order to get shares in scrip-less form. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the applicant s own CDC account. 8.4 NAMES(S) AND ADDRESS (ES) MUST BE WRITTEN IN FULL BLOCK LETTERS, IN ENGLISH AND SHOULD NOT BE ABBREVIATED 8.5 ALL APPLICATIONS MUST BEAR THE NAME AND SIGNATURE CORRESPONDING WITH THE ONE RECORDED WITH THE APPLICANT S BANKER. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE BANK AND COMPUTERIZED NATIONAL IDENTITY CARD (CNIC) OR THE NATIONAL IDENTITY CARD FOR OVERSEAS PAKISTANI (NICOP) OR PASSPORT, BOTH THE SIGNATURES SHOULD BE AFFIXED ON THE APPLICATION FORM. 8.6 APPLICATIONS MADE BY INDIVIDUAL INVESTORS 1. In case of individual investors, a photocopy of CNIC (in case of Resident Pakistanis) / NICOP or Passport (in case of Non-Resident Pakistanis) as the case may be, should be enclosed and the number of CNIC / NICOP / Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal / Provincial Government Gazette Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant's residence. 2. Original CNIC / NICOP / Passport, must be produced for verification to the Banker to the Issue and the applicant s banker (if different from the Banker to the Issue) at the time of presenting the application. 8.7 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS 1. Applications made by companies, corporate bodies, mutual funds, provident / pension / gratuity funds / trusts and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal / Provincial Government Gazette Page 120 of 141

122 Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicant's residence can attest copies of such documents. 2. Photocopies of the documents mentioned in 8.6 (i) must be produced for verification to the Banker to the Issue and the applicant's banker (if different from the Banker to the Issue) at the time of presenting the application. 8.8 ADDITIONAL INSTRUCTIONS FOR INVESTORS 1. Only one application will be accepted against each account, however, in case of joint account, one application may be submitted in the name of each joint account holder. 2. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit copies of their CNICs / NICOP / Passport. The share will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of Shares. 3. Subscription money must be paid by check drawn on applicant's own bank account or pay order / bank draft payable to one of the Bankers to the Issue Dalda Foods Limited General Public Portion and crossed A/C PAYEE ONLY. 4. For the applications made through pay order / bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order / bank draft individually for each application. 5. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Shares. 6. Applications are not to be made by minors and / or persons of unsound mind. 7. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the Application Form. 8. Applicants should retain the bottom portion of their Application Forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of Shares for which the application has been made. 9. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action. 10. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue. 11. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers. 12. Submission of false and fictitious applications is prohibited and such applications money may be forfeited under section 87(8) of the Securities Act, ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS 1. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant's letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of Memorandum of Association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the Page 121 of 141

123 application. Copies of these documents can be attested by the bank manager in the country of applicant's residence. 2. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistan's Foreign Exchange Manual BASIS OF ALLOTMENT The basis and conditions of transfer of shares to the General Public shall be as follows: 1. The minimum value of application will be calculated as Issue Price x 500 Shares. Application for amount below the minimum value shall not be entertained. 2. Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected. 3. Allotment / Transfer of Shares to successful applicants shall be made in accordance with the allotment criteria / instructions disclosed in the Prospectus. 4. Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and / or the instructions by the Securities & Exchange Commission of Pakistan. 5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form. 6. The Company will credit the respective CDS accounts of the successful applicants E-IPO FACILITIES In order to facilitate investors, United Bank Limited ( UBL ), Summit Bank Limited ( SMBL ) & Bank Alfalah Limited ( BAFL ) are offering electronic submission of application (e-ipo) to their account holders. UBL account holders can use UBL Net Banking to submit their application via link SMBL account holders can use SMBL Net Banking to submit their application via link BAFL account holders can use BAFL Net Banking to submit their application via link The accountholders of UBL, SMBL & BAFL can submit their applications through these links 24 hours a day during the subscription period which will close at 12:00 midnight on DD/MM/2017. The Central Depository Company of Pakistan Limited (CDC) has developed an e-ipo system through which applications for subscription of shares can be submitted electronically through the internet. Investors are strongly encouraged to visit the link to learn more about CDC e-ipo facility. Further, detailed process for subscribing through Centralized e-ipo and payment instructions can be accessed via link In case any issue is encountered during or after the IPO subscription, investors can contact CDC call center at or at info@cdcpak.com during business hours. Page 122 of 141

124 9 SIGNATORIES TO THE PROSPECTUS -sd- Mohammad Bashir Janmohammad Chairman/Non- Executive Director -sd- Abdus Samad Executive Director -sd- Muhammad Ashraf Kothari Non-Executive Director -sd- Usama Mahmood Khan Ghouri Executive Director -sd- Mohammad Rabbani Executive Director -sd- Perwaiz Hasan Khan Chief Executive Officer/ Executive Director -sd- Abdul Rasheed Janmohammad Dawood Non-Executive Director -sd- Jahangir Abdullah Rasheed Non-Executive Director -sd- Perwaiz Masud Ansari Executive Director -sd- Inam Bari Executive Director -sd- Farhat Rasheed Non-Executive Director WITNESSES -sd- Naushad Tejani Manager - Management Accounts -sd- Ali Mobin Manager Taxation Page 123 of 141

125 10 SIGNATORIES OF THE OFFEROR -sd- Perwaiz Hasan Khan Chief Executive Officer Executive Director -sd- Abdus Samad Executive Director WITNESSES -sd- Naushad Tejani Manager - Management Accounts -sd- Ali Mobin Manager Taxation Page 124 of 141

126 11 INSTRUCTION FOR REGISTRATION AND BIDDING INSTRUCTIONS FOR REGISTRATION AND BIDDING REGISTRATION PERIOD OPENS FROM [MONTH] [DATE], 2017 TO [MONTH] [DATE], 2017 BETWEEN 9:00 AM TO 5:00 PM AND BETWEEN 9:00 AM TO 3:00 PM ON [MONTH] [DATE], 2017 BIDDING PERIOD OPENS FROM [MONTH] [DATE], 2017 TO [MONTH] [DATE], 2017 BETWEEN 9:00 AM TO 5:00 PM INTIAL PUBLIC OFFER OF ORDINARY SHARES OF DALDA FOODS LIMITED ( DALDA OR THE COMPANY ) THROUGH BOOK BUILDING PROCESS AT THE FLOOR PRICE OF PKR 85.00/- PER SHARE The Present Offer comprises of 82,500,000 Ordinary Shares (25% of the post issued paid up capital of the Company with Face Value of PKR 10.00/- each). The bidders shall be allowed to place bids for hundred percent (100%) of the issue size and the strike price shall be the price at which the hundred percent (100%) of the issue is subscribed. However, the successful bidders shall be allotted and issued only seventy-five percent (75%) of the issue size i.e. 61,875,000 and the remaining twenty five percent (25%) i.e. 20,625,000 shall be issued to the retail investors. Instructions for Registration and Bidding 1. Only registered investors will be eligible to participate in the bidding process. 2. Investors are required to fill in the Registration Form and submit the complete Registration Form along with Margin Money at the Bid Collection Centres during the Registration Period. 3. For deposit of Margin Money only Pay Orders, Demand Drafts or a bank receipt evidencing Online Transfers in the designated bank account shall be accepted during the Bidding Period. Each eligible investor shall only submit a single pay order, demand draft or evidence of online transfer of money along with the Registration Form. It may also be noted that only a single pay order, demand draft or evidence of online transfer of money shall be accepted by the Book Runner along with each Additional Payment Form. 4. Once the investor is registered in the System, the investor will receive Username and Password via an automatically generated through the System software. 5. Investors can directly place their bids online during the Bidding Period by using the Username and Password provided to them via or submit the Bidding Form at the bid collection centres in person. 6. On entry of bid in the System, the investors will receive an confirmation of their bid via the System software. 7. Investors can upward revise their bids online. Please visit to access online portal. Online access will be available for upward bid revisions during the Bidding Period from 9:00 am to 5:00 pm. An investor will not be allowed to place or upward revise a bid with a price variation of more than 10% of the prevailing Indicative Strike Price. NO DOWNWARD REVISION OR WITDRAWAL OF BID SHALL BE ALLOWED. Please Note: 1. Fill in all the particulars of the form accurately in BLOCK LETTERS. 2. For deposit of margin money, only Pay Orders, Demand Draft will be accepted or online transfer facility (pay order or demand draft may be deposited at any branch of Bank Al Habib Limited & Habib Metropolitan Bank Limited and evidence to be submitted to the book runner) into the respective Book Building account of the Issuer, A/C No. [Account number], titled Dalda Foods Limited Book Building, maintained at Bank Al Habib Limited, [Branch], [City] and A/C No. [Account number], titled Dalda Foods Limited Book Building, maintained at Habib Metropolitan Bank Limited, [Branch], [City]. 3. Kindly provide a copy of CNIC or Passport (in case of Individual Investors) or NTN Certificate / Certificate of Incorporation (in case of Institutional Investor) along with the Registration Form. 4. Applicants are requested to provide accurate contact details. Please provide accurate landline number(s), mobile number(s), fax number(s), UIN(s), NTN number and address(es). 5. Bidders are requested to provide two copies of the bidding instrument at the time of bid submission. Page 125 of 141

127 6. The National Taxation Number ( NTN ) of Dalda Foods Limited is [ ]. This NTN shall be required by applicants for making their respective pay orders. 7. The Bidder is required to duly fill Additional Payment Form for depositing additional funds for enhancement of deposit amount. 8. All payments are to be made in favor of Dalda Foods Limited Book Building at any of the following bidding centers: Bid Collection Centers Karachi Contact Person: Contact Person: [ ] Mobile Number: [ ] Mobile Number: [ ] Direct Number: [ ] Direct Number: [ ] PABX Number: [ ] PABX Number: [ ] Fax Number: [ ] Fax Number: [ ] [ ] [ ] Postal Address: [ ] Postal Address: [ ] Lahore Islamabad Contact Person: [ ] Contact Person: [ ] Mobile Number: [ ] Mobile Number: [ ] Direct Number: [ ] Direct Number: [ ] PABX Number: [ ] PABX Number: [ ] Fax Number: [ ] Fax Number: [ ] [ ] [ ] Postal Address: [ ] Postal Address: [ ] Peshawar Quetta Contact Person: [ ] Contact Person: [ ] Mobile Number: [ ] Mobile Number: [ ] Direct Number: [ ] Direct Number: [ ] PABX Number: [ ] PABX Number: [ ] Fax Number: [ ] Fax Number: [ ] [ ] [ ] Postal Address: [ ] Postal Address: [ ] Azad Kashmir [ ] Gilgit / Baltistan Contact Person: [ ] Contact Person: [ ] Mobile Number: [ ] Mobile Number: [ ] Direct Number: [ ] Direct Number: [ ] PABX Number: [ ] PABX Number: [ ] Fax Number: [ ] Fax Number: [ ] [ ] [ ] Postal Address: [ ] Postal Address: [ ] 9. CASH SHOULD NOT BE SUBMITTED WITH REGISTRATION FORM AT THE BID COLLECTION CENTER. 10. THE BID SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM ALONG WITH THE REGISTRATION FORM IN PERSON OR THROUGH FAX AT THE NUMBERS MENTIONED IN NOTE 8 ABOVE. REGISTERED [ ] Page 126 of 141

128 INVESTORS CAN ALSO PLACE THEIR BIDS DIRECTLY VIA THE ONLINE PORTAL BY VISITING Bids can be placed at Limit Price or Step Bid. a) Payment for Limit Price: If investors are placing their bids through Limit Price then they shall deposit the Margin Money based on the number of shares they are bidding for at their stated bid price. For instance, a Bidder may bid for 2 million shares at PKR per share, then total Application Money would amount to PKR 60 million. The Bid Amount will be PKR 60 million. Since the Bidder has placed a Limit Bid of PKR per share, this indicates that he / she / it is willing to subscribe the shares at a price up to PKR per share. b) Payment for Step Bid: If investors are placing their bids through Step Bid which is a series of limit bid at increasing prices then they shall deposit the Margin Money / Bid Amount based on the total number of shares they are bidding for at their stated bid price. The aggregate amount of step bid shall not be less than PKR 1,000,000/- and the amount of any step shall also not be less than PKR 1,000,000/-. Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The Bidders may, for instance, make a bid for 0.5 million shares at PKR per share, 1 million shares at PKR per share and 1.5 million shares at PKR per share then in essence the investor has placed one Step Bid comprising of three Limit Bids at increasing prices. The bid amount will be PKR 98 million. In case of Individual Investor, the Margin Money will be 100% i.e. PKR 98 million whereas in case of Institutional Investor the Margin Money shall be 25% of the bid amount i.e. PKR 24.5 million. 12. The applicant, if Individual Investor, shall submit amount of 100% of the application money as Bid / Margin Money whereas Institutional Investors shall submit not less than 25% of the application money. 13. Book Runner shall not accept or register any new Bidders after 3:00pm during the last day of Bidding Period. 14. The Bidder can view the color of the book, i.e. bid price and number of shares against each bid price online anytime during the Bidding Period at the following websites: Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, the Strike Price and the number of shares provisionally allotted to each of them. 16. Upon intimation by the Book Runner of final allocation, successful institutional bidders shall deposit their balance margin money within three (3) days of such intimation, if required, as consideration against allotment of shares. 17. Where a successful Bidder defaults in payment of shares allotted to him, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner. 18. Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription money from the successful bidders; however, shares to such bidders shall be issued securities only after the end of the public subscription, in the form Page 127 of 141

129 of book-entry to be credited in their respective accounts. All the bidders shall, therefore, provide number of their accounts. 19. The bidders who have made bids below the Strike Price shall not qualify for allotment of securities and the book runner shall intimate their respective banks for unblocking their Bid Money within one (1) working day of the close of the bidding period. 20. The bid money of bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of unsubscribed retail portion, if any, to them on prorata basis. Page 128 of 141

130 12 REGISTRATION FORM Page 129 of 141

131 13 DUPLICATE REGISTRATION FORM Page 130 of 141

132 14 BIDDING FORM Page 131 of 141

133 Page 132 of 141

134 15 ADDITIONAL PAYMENT FORM Page 133 of 141

135 16 BID REVISION FORM Page 134 of 141

136 17 MEMORANDUM OF ASSOCIATION Page 135 of 141

137 Page 136 of 141

138 Page 137 of 141

139 Page 138 of 141

140 Page 139 of 141

141 18 APPLICATION FORM Page 140 of 141