INFORMATION MEMORENDUM - IPO

SITARA PETROLEUM SERVICE LIMITED

Transforming Energy with Innovation & Precision
 TABLE OF 03 07 16
CONTENTS
Executive Company Proceeds
Summary Overview Utilization

19 23 27

Industry Directors & Financial

Overview Management Performance
 SITARA 03 07 16
PETROLEUM
Company Proceeds
Executive Summary Overview Utilization

19 23 27

Industry Directors & Financial

Overview Management Performance
 Initial Public Offering
EXECUTIVE SUMMARY
Arif Habib Limited (“AHL”) has been mandated by Sitara Petroleum Service Limited (“SPSL” or the
“Company”) to act as the Lead Manager for Pre Initial Public Offering and Initial Public Offering (“IPO”). Key Dates
SPSL intends to utilize the capital through these transaction to support its strategic growth plans and
partially finance the expansion of its operations, including: Registration Period
i. Expansion of the retail network through the establishment of 47 new fuel stations 28th April – 5th May
ii. Expansion of the oil tanker fleet by 50 lorries to enhance logistics efficiency ; and
iii. Development of an oil storage terminal at Gatti, Faisalabad, with a total capacity of 30,000 MT
Book Building
4th May - 5th May
In this regard, AHL would like to solicit your interest in participation in IPO as per the terms and
conditions included in this Information Memorandum (“IM”).
Issue Structure
About the company:
Book Building
The Company is engaged in the trading, distribution, and retail sale of diesel and petrol as a dealer of 126,000,000 Shares
Gas & Oil Pakistan (GO), along with carriage services. Headquartered in Lahore, it currently owns 320
lorries and 61 fuel stations as of first half of FY 2026, and plans to develop storage terminal followed by Retail Portion
application for OMC license to expand its operations . 42,000,000 Shares

PKR 140,289 Mn+ PKR 7,306 Mn+ PKR 4,774 Mn+

FINANCIAL SALES - TTM GP - TTM PAT - TTM 5.2% 5.05% 3.4%

HIGHLIGHTS PKR 72,612 Mn+

34%
PKR 4,037 Mn+
80%
PKR 2,714 Mn+
128% GROSS EBIT NET
SALES – 6M FY26 SPLY GP – 6M FY26 SPLY
PAT – 6M FY26 SPLY MARGIN – TTM MARGIN – TTM MARGIN – TTM

4
 Initial Public Offering
TRANSACTION SUMMARY

Overview Sitara Petroleum Service Limited intends to issue 279,914,000 shares through Pre-IPO and IPO representing 16.66% of its post IPO paid up capital.

Issuer Sitara Petroleum Service Limited (“SPSL” or the “Company”)

Pre-IPO: 111,914,000 Ordinary shares representing 6.66% of total Post-IPO paid up capital.
Issue Size
IPO: 168,000,000 Ordinary Shares representing 10.00% of total Post-IPO paid up capital.
The floor price for the IPO has been set at PKR 13.50 per share, implying a TTM P/E multiple of 3.96x. Pre-IPO shares are being issued at PKR 14.85
Price
per share, reflecting a TTM P/E multiple of 4.35x and representing a 10% premium over the IPO floor price.

Pre-IPO Transaction Size PKR 1,661,922,900 at PKR 14.85/- per share

The Issuer has secured commitments for 111,914,000 ordinary shares under the Pre-IPO. Issuance of shares to the Pre-IPO investors is under
Pre-IPO Structure
process.

IPO Transaction Size PKR 2,268,000,000 at a floor price of PKR 13.50/- per share and PKR 3,175,200,000 at a cap price of PKR 18.90/- per share.

IPO Offer Structure The IPO Issue is being made through 75% Book Building process and the remaining 25% shall be offered to the retail investors.

The Company will utilize the proceeds raised from Pre-IPO and IPO to:
• Establish an oil storage terminal with a capacity of 30,000 MT at Gatti, Faisalabad;
Proceeds Utilization
• Set up 47 additional fuel pumps; and
• Expand its logistics fleet through the addition of 50 oil tankers.

Joint Managers to the Issue Arif Habib Limited (“AHL”) and Integrated Equities Limited (“IEL”)

Underwriter to the Issue Arif Habib Limited

Legal Advisor A. Qadir & Company

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 Initial Public Offering
KEY INVESTMENT HIGHLIGHTS
Retail Operations - - Established retail network with a total of 61 MS & HSD Sales – Industry Sales
25,000 4.0%
pumps as of 1H FY26, primarily GO-branded with a few Aramco
branded, generating ~95% of total revenue through fuel sales (MS,
HSD & HOBC). SPSL contributed ~ 21% to GO’s total sales in FY25. 3.4% 3.5%

20,000
8,976
Strategic Partnership with GO - SPSL’s long-term renewable 8,694 3.0%
agreement with Gas & Oil Pakistan Limited (GO) ensures a stable and 8,380

reliable fuel supply allowing SPSL to cater increasing demand. 7,606

7,474 2.5%
2.4% 2.5%

Industry Sales (MN LT)

15,000

SPSL Market Share

Corporate & Retail Sales Mix - The fuel sales comprise both corporate
2.0%
and retail customers, with corporate sales contributing ~40% of total
volumes. 11,187
10,000 10,862
10,520
10,084 1.5%
9,703

Carriage Services - Carriage services, forming the secondary business

1.0%
line contributes around 5% to total revenue and ~15% in profits. The 1.0%
0.8%
segment currently serves GO exclusively, providing revenue 5,000
diversification and steady profitability.
0.5%

Shariah Compliant: SPSL offers a Shariah-compliant investment

- 0.0%
opportunity in line with Islamic financial principles, as certified by Al- FY23 FY24 FY25 FY26P FY27P
Hilal Shariah Advisors.
MS HSD Market Share - SPSL

6
Source: AHL , OCAC Growth Rate
 SITARA 03 07 16
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Executive Proceeds
Summary Company Overview Utilization

19 23 27

Industry Directors & Financial

Overview Management Performance
 Initial Public Offering
ABOUT THE COMPANY

Sitara Petroleum Service Limited is a trusted name in fuel distribution, delivering high-quality
petroleum products with a focus on reliability, efficiency, and customer satisfaction. Committed
to powering progress across industries, we ensure excellence in every drop - backed by strong
values of integrity, courage, service excellence and safety.

Company Vision Company Mission Company Values Business Lines

To be a leading integrated Serving the industry through a Integrity Fuel Sales

petroleum, retail, logistics & storage robust retail network providing high
Courage Carriage Services
company known for reliability, quality petroleum products and
efficiency, safety and service services including logistics and Convenience Stores
Service Excellence
excellence. storage solutions.
Safety Storage Terminal*

Milestones
2012 2015 2021 2024 2025

Sitara petroleum was The Company signed its Achieved revenue of Successfully established Achieved revenue of PKR
registered as a private carriage service PKR 40 billion 50 pumps and 300 100 billion and acquired
30% stake in Capital Smart
company contract with GO. lorries
Motors.
8
*Planned.
 Initial Public Offering
PRODUCTS & SERVICES

FUEL SALES No. of Pumps

120
SPSL has a retail network of 61 fuel stations as of 1H FY26, comprising 54 GO-
branded and 7 Aramco-branded outlets, providing fuel retail services. 100
23
SPSL’s Punjab-concentrated network captures the province’s significant fuel 80
volumes, including the key agricultural sector. 24 *
60
Plans to launch its own OMC-branded pumps to boost margins and expand
footprint. 40 84
60
50 52
20 44

0
FY23 FY24 FY25 FY26 FY27
Fuel Pumps - Existing Additions During the Project
CARRIAGE SERVICES *1 Fuel station planned to be added under this project is already operational as of 1H FY26.

Dedicated fleet of around 320 lorries providing safe and efficient fuel transport Oil Tanker Fleet
and on-site refueling services. 450

Current fleet supports GO’s distribution network across Punjab, Sindh and 400
expanding to KPK and Gilgit. 350 35
15
300
250
STORAGE TERMINAL - PLANNED 200 401
320 320 335
150 303
100
SPSL plans to develop a 30,000 MT storage terminal at Gatti, Faisalabad.
50
Following completion of the facility, the company intends to apply for an OMC
license, with commercial operations expected to commence in FY28. 0
FY23 FY24 FY25 FY26 FY27

Oil Tankers - Existing Additions During the Year

9
 Initial Public Offering
RETAIL OUTLET LOCATIONS

Series1
➢ Sitara Petroleum currently operates 61 retail outlets as of 1HFY26 58
mainly across Punjab under the GO brand, primarily following
CODO (Company Owned Dealer Operated), DODO (Dealer Owned
Dealer Operated), and rental models. This established base
provides strong market visibility and operational stability. 2 1

➢ The company’s current footprint is concentrated in Punjab, serving

key markets across major districts, which allows efficient
distribution and customer access in high-demand regions.

➢ Sitara Petroleum plans to expand its network beyond Punjab, 58

targeting over 100 retail outlets within the next five years, with 23
further additions planned in the current fiscal year.

➢ The expansion strategy is designed to strengthen market presence,

diversify revenue streams, and cater to the increasing fuel demand
across both urban and semi-urban areas of Pakistan.

➢ To enhance customer experience, the petrol pump has space for 1

convenience stores and basic vehicle maintenance services such as
oil change and car wash facilities at select petrol pump locations.

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© GeoNames, Microsoft, TomTom

FAISALABAD LAHORE BAHAWALNAGAR SHEIKHUPURA MULTAN PAKPATTAN SAHIWAL JHANG MUZAFARGARH CHINIOT Kasur Others*
10 10 7 5 3 3 3 2 2 2 2 12

10
*Others include all the cities / districts having only 1 fuel station owned / operated by Sitara
 Initial Public Offering
KEY CLIENTELE

Sales to corporate clients account for approximately 40% of SPSL’s total sales, with Daewoo being the largest contributor in this segment.
Corporate Sales - Breakdown
Sales Mix 100% S&R Agri
100% Bilal Traders 4%
4%
80%
Haji Gul
60% 4%
60%
40% Empire Transport
40% 4%

20%

0%
Corporate Clients Retail Clients Total
Corporate Clients Retail Clients Total
Daewoo
18%
Party Name Sales (Mn Ltr) – FY25
Others
Daewoo 30.42 66%

Empire Transport 7.68

Haji Gul 6.72
Bilal Traders 6.52
S&R Agri 6.24
Others 114.47
Daewoo Empire Transport Haji Gul Bilal Traders S&R Agri Others
Sales to Corp Clients 172.05

11
 Initial Public Offering
DEALERSHIP TYPES

Dealer Owned Company Owned Mixed Financed OMC Financed SPSL as an

Type Dealer Operated Dealer Operated Operator

Building Leased By SPSL

(Owned by) From Third Party

Plant &
Leased By SPSL
Machinery
From Third Party
(Owned by)

No. of Pumps
15 7 04 04 24

12
 Initial Public Offering
PATTERN OF SHAREHOLDING

NAME NO OF SHARES EXISTING SHAREHOLDING % POST-IPO SHAREHOLDING %

Muhammad Ali 209,405,020 14.96% 12.47%

Usman Javed 209,404,970 14.96% 12.47%

Muhammad Siddique Javed 209,404,970 14.96% 12.47%

Muhammad Hassan Javed 209,404,970 14.96% 12.47% 83.34%

Huzaifa Bilal 209,404,970 14.96% 12.47%

Hassan Bilal 209,404,970 14.96% 12.47%

Others 143,570,130 10.25% 8.55%

Pre-IPO Investors 111,914,000 - 6.66%

IPO – Book Building 126,000,000 - 7.50% 16.66%

IPO – Retail 42,000,000 - 2.50%

Total 1,679,914,000 100% 100%

13
 Initial Public Offering
Pre-IPO at a Glance

Pre-IPO PKR 1,661 Mn+ 112 Mn PKR 14.85/- 4.38x 10% 6.66%
Capital Raised
Highlights Shares Issued Price per Share TTM P/E Multiple
Premium Post-IPO
Over Floor Price Shareholding

[Link] Pre-IPO Investors No. of Shares Total Amount Percentage

1 Bank Alfalah Limited 30,310,000 450,103,500 27.1%

2 Lucky Investments 16,850,000 250,222,500 15.1%

3 Shahid Malik (Hilton Pharma) 13,480,000 200,178,000 12.0%

4 Muhammad Nasir 13,480,000 200,178,000 12.0%

5 Muhammad Shahid Ali (Arif Habib Ltd) 6,750,000 100,237,500 6.0%

Others 31,044,000 461,003,400 28%
Total 111,914,000 1,661,922,900 100%

➢ To safeguard retail investors, Pre-IPO investors will be subject to a 30-day lock-in period from the date of scrip listing.

Key Investors
*
*

*Sponsors of the Company have invested in Pre-IPO.

 Initial Public Offering
Strategic Entry into Pakistan’s EV Landscape
About Capital Smart Motors Rationale for Investment

• During the year FY25 and FY26 SPSL cumulatively

invested PKR 610 million for a 29.986% stake in This investment provides a strategic opportunity for SPSL to enter Pakistan's growing EV market at an early
Capital Smart Motors (“CSM”). This investment stage, securing a competitive advantage as the industry evolves.
makes CSM an associated company of SPSL.
• CSM as a venture of Habib Rafiq Engineering Limited Favorable demographics, including a growing youth population and rising mobility needs, support the long-
(HRL), is one of Pakistan's most trusted names in term growth potential of Pakistan’s EV and automotive sector.
infrastructure and industrial development, CSM is
committed to promoting sustainable automotive
industry trends on local roads. Its focus spans
The investment aligns with SPSL’s plan to deploy EV charging infrastructure across its existing retail network,
premium EVs and plug-in hybrid electric vehicles,
transitioning fuel stations into integrated energy hubs.
clean energy, and engineering-driven solutions.
• CSM has recently leased assembling plant from
Regal Motors for five(5) years. Regal Motors used to It also enables SPSL to strategically diversify beyond conventional fuels, positioning the company at the
assemble Glory 580 Pro in Pakistan. forefront of Pakistan’s evolving mobility and energy landscape.

Brand / Product Portfolio

Products of Geely Group Products of Jiangling Group Electric Vehicle

ZEEKR X RIDDARA JMEV ELIGHT JMEV EV3 FORTHING FRIDAY

Geely is a major Chinese automotive group founded in 1986, and currently ranked #3 Jiangling Group Electric Vehicle (JMEV) is a Nanchang-based, Renault-backed joint
in China. venture specializing in affordable pure electric passenger cars established in 2015. Ranked #2 in China.
15
Ranking Source
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Executive Company
Summary Overview Proceeds Utilization

19 23 27

Industry Directors & Financial

Overview Management Performance
 Initial Public Offering
EXPANSION PLANS

Storage Terminals Formation Network Expansion Logistics Fleet Expansion

Develop modern storage terminals in Faisalabad.. Upgrade existing retail outlets and expand Expand logistics fleet with new tankers

Target expansion New Outlets Target Fleet Expansion

30,000 MT +47 by June 2027 +50 by June 2027

Storage Infrastructure Development: A storage terminal will be established in Faisalabad, strengthening supply chain capacity and operational
efficiency to support the growing retail and logistics network.

Retail Network Growth: The Company aims to operate 107 fuel stations by June 2027, significantly enhancing its presence and market share in
the oil marketing sector.

Fleet Expansion: SPSL plans to increase its fleet to 370 lorries by June 2027 (320 as of FY25), aligning with rising demand driven by the expansion
of Gas & Oil Pakistan (GO)’s retail network.

17
 IPO UTILIZATION Initial Public Offering

PKR MN Total Project Cost Already Incurred From Pre-IPO Proceeds From IPO Proceeds From Internal Cash

Oil Storage Terminal 5,069 581 930 1,270 2,288

Petrol Pumps 3,177 949 565 771 892

Oil Tankers 1,260 - 167 227 866

Total 9,506 1,530 1,662 2,268 4,046

Pre-IPO and IPO Proceeds Utilisation

Total 10%
Terminal (PKR Mn) Incurred Balance 100%
Cost
90%
34%

Land (already procured) 400 400 - 80%

70%

Civil & Electrical Works 1,984 181 1,984 60% 56%

50%
P&M (Mechanical & Electrical) 2,585 - 2,585 40%

30%
Design & OGRA Approval 100 - 100 20%

10%
5,069 581 4,488 0%
Oil Storage Terminal Petrol Pumps Oil Tankers Total

18
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Directors & Financial
Management Performance
Industry Overview
 Initial Public Offering
GLOBAL OVERVIEW

103.7 mb/d 113.3 mb/d 123 mb/d 57% 1.7bn – 2.9 bn

of the consumption is by Global Vehicle fleet is expected to grow to 2.9 bn
Global Oil Demand – FY 2024 Global Oil Demand – FY 2030 Global Oil Demand – FY 2050
transportation sector – FY 2024 till FY 2050 with ICE contributing 72% of the total fleet

Brent Crude Oil Price Incremental Oil Demand 2024 - 2030 Oil Demand by Region

100.00 93.05
86.03 85.27 0.9 100
79.42 OECD*
80.00 73.41
80

60.00 8.7 60

mb/d
Non OECD
$/BBL

40.00 40

9.6 20
20.00 World

0
- 0 2 4 6 8 10 FY 24 FY 25 FY 26 FY 27 FY 28 FY 29 FY 30
FY22 FY23 FY24 FY25 FY26TD
Mb/d Middle East Other Asia China Other non OECD OECD

Noticeable Players

20
*Organisation for Economic Co-operation and Development (OECD) has 38 member countries that span around the world, from North America and South America to Europe and Asia-Pacific.
Sources: OPEC
 Initial Public Offering
LOCAL INDUSTRY
Pakistan’s OMC Sector At a Glance – FY 25 FY 2025 Industry Snapshot

Sales – FY 25 Market Share – CY 25 Retail Outlets – CY25

Sales 100% 4000
4,416 Bn
8,000 3649
6,945 90%
7,000 3500
80% 8%
6,000 3000
70% 8%
Product 5,000 60% 10% 2500
Consumption

K Tons
~18.5 Mn. Ton 4,000 50% 12% 2000

40% 1500 1322

3,000
30%
Volumetric Growth 2,000
1,949
1,703 1000 822 778
660
~9.5%
1,397 1,290 20% 44%
1,000 500
10%

- 0% 0
PSO GO Parco APL WAFI PSO GO TPL APL WAFI Total PSO GO Parco APL WAFI
Total Retail Outlets
~12,378 Outlook
MS demand in Pakistan is projected to grow over the next years at 3-4% annual growth rate.

Storage Capacity MS demand projections are premised on anticipated improvements in macroeconomic conditions including enhanced

~2.1 Mn. Ton

economic activity, exchange rate and inflation stability, as well as improvements in per capita income.
(MS & HSD) HSD demand is forecasted to rise moderately from 7.02 million MT in FY25 to more 8.33 million MT by FY30, supported by
anticipated growth in freight movement, curbs on cross-border inflows and industrial output.

No of OMCs Solarization of tube wells in agriculture and persistent illicit fuel trade may suppress HSD consumption despite overall economic

48 growth.

21
Source: OGRA, PACRA, OCAC,AHL
 Initial Public Offering
REGULATIONS & PRICING
Regulatory Environment – OMCs in Pakistan Margins & Pricing Trend
• The Oil and Gas Regulatory Authority (OGRA) licenses and monitors all
OMCs in Pakistan, ensuring compliance with operational, safety and Margins on MS Margins on HSD
performance standards.
10.00 8.64 8.64 8.64 10.00 8.64 8.64 8.64
• Petroleum product prices are regulated by the government, with OGRA 8.00 7.00 8.00 7.00
revising prices on a fortnightly basis. 7.87 7.87 7.87 7.87 8.20 7.87
6.00 4.90 6.00
• Companies must meet strict storage infrastructure requirements set by

PKR

PKR
3.91 4.13
6.00 3.30 6.00
4.00 4.00
OGRA before receiving marketing licenses.
3.68 3.99
2.00 2.00
• Companies are mandated to maintain minimum fuel stock levels 2.97 2.97
(typically 20 days of coverage) to ensure supply security. - -
Jun-21 Jun-22 Jun-23 Jun-24 Jun-25 Apr-26 Jun-21 Jun-22 Jun-23 Jun-24 Jun-25 Apr-26
• OMCs operate under a fixed margin structure, while final consumer
prices include government levies such as petroleum levy. OMC Dealer OMC Dealer

• Subject to the implementation of the digitization plan, OGRA may revise Avg Sales Price FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 April 2026
margins by increasing the OMC margin by PKR 1.22/ltr and the dealer
margin by PKR 1.34/ltr, which could provide potential upside to SPSL. 1. MS 106.92 148.00 244.70 280.89 255.61 366.58
2. HSD 109.53 145.94 254.60 286.14 260.35 353.42

Pricing Mechanism Breakdown- 21st Apr MS HSD

Price Breakdown
EX – Refinery 261.58 326.87
Ex-Refinery Price: Price set by refineries for HSD & MS; varies with global oil prices & refinery margins.
PL 80.61 -
Petroleum Levy (PL): Development tax by Govt.
IFEM 5.38 7.54
In-Land Freight Equalization Margin (IFEM): Ensures uniform fuel prices nationwide; revised fortnightly by OGRA. OMC Margin 7.87 7.87
Distribution Margin (OMCs): Fixed margin for OMCs on sales; currently PKR ~7.9/ltr for MS & HSD. Dealer Margin 8.64 8.64
Dealer’s Commission: Fixed commission for fuel pump owners; currently PKR ~8.6/ltr for MS & HSD. CSL 2.5 2.5

Carbon Levy: Environmental tax to reduce emissions; currently PKR 2.5/ltr, expected to increase to PKR 5/ltr. Total 366.58 353.42

22
Source: OGRA, PACRA
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Industry Financial
Overview Performance
Directors &
Management
 Initial Public Offering
BOARD OF DIRECTORS

Fareed Ahmad Agha Rafat Sultana

Chairman Independent Director
Fareed Ahmad Agha is a Chartered Rafat Sultana is an LLM graduate and
Accountant with over 20 years. He is Certified Director with 23+ years of
currently serving as the Managing experience in banking and litigation,
Partner at [Link] and Head of currently serving as Managing Partner
Consulting at Baker Tilly and has at Cepal & Co. and as an Independent
previously worked with Deutsche Director on multiple boards.
Bank, Ernst & Young, Grant Thornton, Usman Javed
and RSM Pakistan. Director
Zaheer Baig Mr. Usman Javed is a seasoned
CEO professional with 10 years of
Mr. Zaheer Baig brings over 45 years experience in supply chain, logistics,
of executive leadership across and the oil & petroleum sectors. He
petroleum (including experience at holds an MS in Entrepreneurship &
PSO), pharmaceuticals, logistics, and Innovation from a UK university.
telecommunications. As CEO of Sitara
Petroleum Services Ltd., he leads
Muhammad Ali
Director
strategic expansion and the company’s
A business graduate with
transition toward public listing.
specialization in marketing and
Muhammad Afzal Chaudhry supply chain management.
Independent Director
Senior banking professional with 43+
years of experience across leading
local and international banks. Holds a Zain Liaquat
Post-Graduate degree in Economics Director
and a Diploma in Banking (Role of Business graduate with
Honour). Former DGM at Commercial experience in Supply Chain
Bank of Oman and senior leader at Management, and lube sales.
UBL, First Women Bank, and Saudi
Pak/Silk Bank. 24
 Initial Public Offering
KEY MANAGEMENT

Zaheer Baig Abdur Rehman Butt Asim Younas Wajahat Ali Syed
Chief Executive Officer Chief Financial Officer Head of Strategy Head of Retail and NFR
Experience : 40 Years Experience: 20 years Experience: 12 years Experience: 20+ years

Mr. Zaheer Baig is a seasoned executive Abdur Rehman Butt, FCA, CIA, is a seasoned Bringing over a decade of expertise in Wajahat Ali Syed is a seasoned
with over four decades of leadership finance leader with over 20 years of corporate strategy and portfolio professional having Oil industry
experience across multiple industries. As International and Local experience in management, Asim has previously lead experience of more than 2 decades. He
CEO of Sitara Petroleum Services Ltd., he financial strategy, corporate finance, and planning, trade and execution of high- holds an MBA degree from IBA Karachi.
is spearheading the company’s growth financial management. He has a proven value international joint ventures. He He has worked for Pakistan State Oil,
and public listing journey while ensuring track record in driving business growth, holds an MBA in Marketing. his expertise Attock Petroleum, Army Welfare Trust
adherence to regulatory and governance optimizing capital structures, and spans International Trade, Agriculture, and and Cnergyico (Byco) in his career. In
standards. strengthening financial controls. Known for Investments. addition, he holds a degree in
He has held key leadership roles at PSO, his analytical insight and strategic foresight, Operations and Supply Chain
Eli Lilly, and NLC, where he drove Abdur Rehman excels in leading high- Management as well.
transformation and operational performing teams and delivering sustainable
excellence. A Certified Director from value in dynamic, fast-growing corporate
ICAP, he brings deep expertise in environments.
corporate governance, risk management,
and sustainable value creation.

25
 Initial Public Offering
KEY MANAGEMENT

Talha Rasool Imran Moonis Saleem Akbar

Head of HR Head of Marketing Head of Logistics
Experience: 15 years Experience: 15 years Experience : 22 Years
A strategic and certified Human Resources leader with Marketing & brand leader with 15+ years across FMCG, Saleem Akbar, Head of Logistics, has 22 years of
over 12 years of comprehensive experience in dairy, telecom & media. Expert in creative strategy, experience is Logistics. He is a Masters in Business
developing and executing HR initiatives that directly product innovation, and 360° campaign delivery. Led Administration and grown up the organization over past
support business objectives. Mr. Rasool is dedicated to large-scale launches and pitches for PepsiCo, Jazz, 17 years. Previously, he has worked in Shell Pakistan as
building a world-class workforce and fostering an Samsung & more. Focused on insight-driven growth, Manager Logistics.
empowering work environment that attracts, develops, brand equity and commercial excellence.
and retains top talent.

26
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Industry Directors &
Overview Management
Financial Performance
FINANCIAL HIGHLIGHTS Initial Public Offering

MS Sales Volume (Mn Lt) HSD Sales Volume (Mn Lt)

MN LT MN LT
300 450
400
250
350
200 300
250 131
150
101 200 422
260
100 184 150
265
100
50 172 1HFY26
90 86 1HFY26 50 80 98
37
- - - -
FY23 FY24 FY25 FY26P FY27P FY23 FY24 FY25 FY26P FY27P

HOBC Sales Volume Carriage Services Volume (Mn Lt)

‘000 LT
1,400
2,000
1,800 1,200
1,600
1,000
1,400
387
1,200 800
1,000
1,813 600 1,180
800
575 1,366 994
600 400
934 685 1HFY26
400 786
1HFY26 200 331
200 408
- - - -
FY23 FY24 FY25 FY26P FY27P FY24 FY25 FY26P FY27P

28
Actual Projections
FINANCIAL HIGHLIGHTS (CONT.) Initial Public Offering

MS & HOBC Average Selling Price Gross Profit & Margin

MS HSD Gross Profit Gross Margin

PKR PKR MN
350.00 301.71 10,000 5.0%
290.12 294.45
300.00 259.03 260.19
8,000 9,061 4.0%
250.00 281.27 282.35 293.31
246.66 255.85 6,000 7,160 3.0%
200.00
150.00 5,515
4,000 2.0%
100.00
2,000 1.0%
50.00
1,569 1,786
- - 0.0%
FY23 FY24 FY25 FY26P FY27P FY23 FY24 FY25 FY26P FY27P

EBITDA & Margin Net Profit & Margin

PKR MN EBITDA EBITDA Margin PKR MN Net Profit Net Margin

10,000 4.4% 6.0% 7,000 3.5%
4.9% 3.0% 2.9%
4.5% 4.6% 5.0% 6,000 2.7% 3.0%
8,000 9,199
6,094
3.4% 4.0% 5,000 2.5%
6,000 7,314
4,000 4,451 2.0%
3.0% 1.4%
5,563 3,000 1.5%
4,000 3,250
2.0%
2,000 0.5% 1.0%
2,000 1.0% 1,000 0.5%
1,649 1,844 676 221
- 0.0% - 0.0%
FY23 FY24 FY25 FY26P FY27P FY23 FY24 FY25 FY26P FY27P

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 Initial Public Offering
FINANCIALS – BALANCE SHEET

Balance Sheet (PKR Mn) FY2021 FY2022 FY2023 FY2024 FY2025 FY2026E FY2027E FY2028E FY2029E FY2030E

Stock in Trade 855 1,024 1,249 1,892 3,914 4,563 7,415 10,303 13,754 17,289

Trade Debts 4,423 2,999 3,515 4,042 6,309 7,782 9,370 9,406 9,815 9,731

Advances, Deposits and other receivables 2,144 650 636 523 2,310 1,078 1,179 1,284 1,399 1,526

Cash and Bank Balances 171 177 267 348 633 5,669 1,179 4,288 9,225 16,841

Total Current Assets 7,592 4,850 5,667 6,806 13,167 19,093 19,143 25,281 34,193 45,387

Property, Plant & Equipment 3,091 3,250 3,541 4,716 6,505 9,043 11,457 16,232 16,695 17,045

Capital Work in Progress - 233 - 312 154 1,119 4,709 - - -

Investment in Associate - - - - - 605 605 605 605 605

Long Term Advances against Ijarah 35 8 - - - - - - - -

Total Non-Current Assets 3,127 3,490 3,541 5,027 6,659 10,767 16,771 16,837 17,300 17,650

Total Assets 10,719 8,340 9,208 11,833 19,826 29,859 35,914 42,118 51,493 63,038

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 Initial Public Offering
FINANCIALS – BALANCE SHEET (CONT.)

Balance Sheet (PKR Mn) FY2021 FY2022 FY2023 FY2024 FY2025 FY2026E FY2027E FY2028E FY2029E FY2030E
Current portion of non- current liabilities 386 339 487 841 1,719 2,750 2,267 338 202 35
Creditors, accrued and other Liabilities 1,752 2,433 1,804 1,732 933 2,737 3,825 6,385 9,284 12,219
Provision for Taxation 291 301 346 259 1,129 1,600 2,120 2,992 4,148 5,514
Short Term Borrowings 3,760 1,457 1,004 2,217 1,848 2,828 3,813 2,738 1,713 2,038
Accrued Mark-up - 16 31 104 293 - - - - -
Total Current Liabilities 6,188 4,547 3,672 5,153 5,923 9,914 12,026 12,454 15,346 19,806
Non Current Liabilities

Long Term Loans 413 275 1,450 962 4,121 1,819 0 0 0 0

Liability against Assets Subject to Finance Lease 287 322 193 152 1,091 1,053 722 406 237 253
Deferred Staff retirement gratutity 124 154 172 155 29 29 29 29 29 29
Total Non Current Liabilities 824 751 1,814 1,269 5,240 2,901 751 435 266 282
Total Liabilities 7,012 5,297 5,486 6,422 11,163 12,815 12,777 12,889 15,612 20,088
Equity - - - - - - - - - -
Share Capital 1,400 1,400 1,400 1,400 1,400 1,680 1,680 1,680 1,680 1,680
Share Premium - - - - - 3,650 3,650 3,650 3,650 3,650
Revaluation Surplus on Fixed Assets - - - 1,462 1,462 1,462 1,462 1,462 1,462 1,462
Unappropriated Profit 2,307 1,642 2,322 2,549 5,801 10,252 16,346 22,438 29,089 36,158
Total Equity 3,707 3,042 3,722 5,411 8,663 17,044 23,138 29,229 35,881 42,949
Total Equity & Liabilities 10,719 8,340 9,208 11,833 19,826 29,859 35,914 42,118 51,493 63,038

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 Initial Public Offering
FINANCIALS – INCOME STATEMENT

Income Statement (PKR Mn) FY2021 FY2022 FY2023 FY2024 FY2025 FY2026E FY2027E FY2028E FY2029E FY2030E

Net Sales 32,584 41,503 48,695 40,931 121,947 150,538 207,558 223,146 238,228 252,504

Cost of Sales (31,027) (40,017) (47,126) (39,145) (116,432) (143,377) (198,497) (212,638) (226,120) (238,551)

Gross Profit 1,557 1,487 1,569 1,786 5,515 7,160 9,061 10,508 12,108 13,953

Gross Profit Margin 4.8% 3.6% 3.2% 4.4% 4.5% 4.76% 4.37% 4.71% 5.08% 5.53%

Other Income 199 22 24 153 46 390 656 629 1,089 1,777

Administrative & General Expenses (96) (115) (127) (146) (171) (207) (346) (310) (348) (389)

Other Operating Expenses (26) (22) (21) (9) (59) (64) (71) (78) (86) (94)

Operating Profit 1,635 1,372 1,445 1,783 5,332 7,279 9,301 10,748 12,763 15,246

Operating Profit Margin 5.0% 3.3% 3.0% 4.4% 4.4% 4.84% 4.48% 4.82% 5.36% 6.04%

Financial Charge (356) (291) (401) (1,315) (1,156) (1,228) (1,086) (590) (300) (308)

Profit/Loss Before Taxation 1,280 1,082 1,044 468 4,176 6,051 8,214 10,159 12,462 14,939

EBT Margin 3.9% 2.6% 2.1% 1.1% 3.4% 4.0% 4.0% 4.6% 5.2% 5.9%

Taxation (381) (342) (368) (247) (926) (1,600) (2,120) (2,992) (4,148) (5,514)

Profit/Loss After Taxation 898 740 676 221 3,250 4,451 6,094 7,166 8,315 9,425

Net Profit Margin 2.8% 1.8% 1.4% 0.5% 2.7% 3.0% 2.9% 3.2% 3.5% 3.7%

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 Initial Public Offering
PEER COMP
Market
Gross Profit Net Profit
Company EPS (PKR) BVPS (PKR) MVPS (PKR)** P/E (x) P/B (x) Capitalization
Margin Margin
(PKR Mn)

Pakistan State Oil 46.88 3.2% 0.7% 567.2 378.31 8.07 0.67 177,606

Attock Petroleum Limited 93.95 4.8% 2.4% 542.0 557.16 5.93 1.03 69,320

WAFI 16.56 6.1% 0.8% 115.9 206.3 12.46 1.78 44,153

HTL 8.78 9.8% 0.9% 28.8 48.65 5.54 1.69 1,693

Market Cap Weighted Sector Average 7.86 0.81

KSE Index 8.4 1.5

SPSL 3.41 5.2% 3.4% 8.13 13.50* 3.95 1.66

*IPO Floor Price

**Share price is of 21st April, 2026.
***Financials as per TTM 31st December 2025 else stated.

33
DISCLAIMER

This Information Memorandum (“IM”) describes and summarizes the key highlights of Sitara Petroleum Service Limited (“SPSL” or the “Company”) and it is being provided to prospective
investors who may be interested in participating in the Initial Public Offer (“Transaction”) by SPSL.

All information pertaining to this Transaction and contained in this Information Memorandum has been obtained from SPSL and other publicly available sources. The information
contained in this IM has been reviewed and agreed upon by the Company. While the information contained herein is believed to be accurate and complete, no representation or
warranty is made by Arif Habib Limited either express or implied as to the accuracy or completeness of such information or any other written or oral communication transmitted or
provided to any prospective investor, and AHL disclaims any and all liability based on such information or omission thereof. Nothing contained in this IM should be considered a promise,
confirmation, or representation as to the future, or an indication that there has been no change in the state of affairs of the Company since the date of this IM.

AHL has been authorized by SPSL to provide this IM to Prospective Investors wishing to participate in this Transaction, and to assist them in assessing the proposed Transaction.
Prospective investors should conduct their own independent investigation, due diligence and analysis, including legal and tax advice, if required, before taking any decision with regard to
this Transaction.

This IM does not constitute a prospectus or an offer to the public by AHL and is being provided on a strictly and permanently confidential basis, solely for the purpose stated above and
for no other purpose. It must not be copied, reproduced, or distributed in any shape or form to others without prior approval of AHL

THE RECIPIENT OF THIS IM MUST MAKE AND WILL BE DEEMED TO HAVE MADE ITS OWN INDEPENDENT INVESTIGATION AND ANALYSIS BEFORE TAKING ANY DECISION WITH
REGARDS TO PARTICIPATING IN THE TRANSACTION.
 Initial Public Offering
KEY CONTACTS

All communications, inquires and requests for information relating to this document should be addressed to:

AHL TEAM IEL TEAM

Farhan Abbas Rizvi Sardar Ali Wattoo

Managing Director - Investment Banking Chief Executive Officer
Arif Habib Limited Integrated Equities Limited

Direct: +92 348 9090382 Direct: +92 300 8474598

Email: [Link]@[Link] Email: [Link]@[Link]

Hamza Rehan Sabir Bashir

AVP - Investment Banking AVP – Corporate Finance
Arif Habib Limited Integrated Equities Limited

Direct: +92 321 2237069 Direct: +92 304 9690674

Email: [Link]@[Link] Email: [Link]@[Link]

M. Ali Farooq Waleed Zafar

Analyst - Investment Banking Analyst – Corporate Finance
Arif Habib Limited Integrated Equities Limited

Direct: +92 336 3812092 Direct: +92 306 4070707

Email: [Link]@[Link] Email: [Link]@[Link]
Thankyou
 Initial Public Offering
FREQUENTLY ASKED QUESTIONS

Q) In light of recent geopolitical uncertainty, how has SPSL’s fuel supply chain been impacted, and have there been any disruptions, supply constraints, or changes in procurement
dynamics?
1 A) SPSL actively manages supply chain risks associated with geopolitical uncertainty. Currently SPSL is dependent on GO for supply of fuel, and we understand that GO has a long-
term supply agreement with Aramco. During the current conflict while the prices increased, the supply was not disturbed as Aramco continued to supply fuel from various
worldwide facilities.

Q) What is the current progress on network expansion, including the number of sites identified, those in the development pipeline, and the expected timeline for rollout?
2 A) SPSL continues to expand its retail footprint, with a defined pipeline of sites identified for development. By June 2026, we intend to activate 23 additional pumps, out of which
16 have been identified and being worked upon. Further 6 stations were made operational in 3Q FY26.

Q) Total revenue grew substantially to PKR 122 bn from PKR 41 bn in FY24 (≈198%). What explains this steep rise?

3 A) The increase in revenue by 200% in FY25 is primarily attributable to the resolution of supply constraints following the acquisition of a 40% stake in GO by Aramco. After the
transaction, supply availability improved significantly, enabling the Company to enhance operations across its retail network and achieve higher sales volumes. In addition, the
increase of number of pumps and recovery in pump throughput contributed to this increase.

Q) How has the recent fluctuation in fuel prices impacted the profitability of SPSL, particularly in terms of inventory gains and inventory losses?
4 A) As a dealer, the company is not subject to mandatory minimum inventory holding requirements, resulting in relatively lower exposure, which is effectively managed through
active inventory management during volatile periods.

Q) With the gradual shift towards alternative energy, how does SPSL expect its fuel sales to be affected over the medium to long term, and what measures are being taken to
adapt to this transition?
5 A) To mitigate risks from the alternative energy transition, SPSL is integrating adaptation measures into its long-term retail strategy, including the potential provision of EV
charging and other non-fuel retail (NFR) services at its outlets. In a recent study conducted by McKinsey for Aramco, EV charging will impact the fuel market in Pakistan maximum
by 2044. Even in recent developments, people are mostly going towards PHEV or REEV which also utilize fuel as well.

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 Initial Public Offering
FREQUENTLY ASKED QUESTIONS (Cont.)

Q) Upon obtaining the OMC license, does SPSL plan to convert all existing pumps to OMC-operated sites immediately, or will this transition be carried out in phases?
A) The conversion from a dealership model to an OMC-operated model is a significant operational undertaking. SPSL will not convert all sites overnight; instead, it will adopt a
6 phased approach (targeted at 20% annually). This ensures operational stability, allows for the gradual rebranding of sites, and aligns with the expiration of existing dealer
contracts.

Q) What happens if GO’s supply chain is disrupted? Is SPSL resilient?

7 A) While supply chain disruptions are unlikely given GO’s Aramco-backed procurement, SPSL will be in even better shape once it secures its own OMC license. Once licensed, SPSL
will implement contingency procurement arrangements with local and international suppliers. Its upcoming storage depot will further enable stockpiling and buffer capacity.

Q) Is SPSL part of the same group as Sitara Chemicals, Sitara Peroxide, and Sitara Energy, and what is the nature of its relationship with these companies listed on PSX?
8 A) SPSL is an independent corporate entity. Sitara Brand name is a mere coincidence, otherwise, there is no relation between SPSL and the other Sitara entities listed on the
Pakistan Stock Exchange.

Q) Are SPSL’s transactions with GO at arm’s length? Are agreements transparently disclosed?
9 A) Yes. All supply and logistics transactions with GO are conducted on commercial terms that are structured with OGRA-regulated pricing in perspective. Dealer commissions and
sourcing terms are consistent with market practice.

Q) Given SPSL’s 30% stake in CSM and its early-stage nature, how does the company plan to meet potential future capital calls and fund additional investments?
10 A) SPSL maintains a 30% equity stake in CSM. The company intends to fund any future capital calls for CSM through internal cash, ensuring no disruption to the primary IPO-
funded projects

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