Dal Da Prospectus

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.
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.
Dalda Foods Limited

Prospectus
Issuer 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 2.2.21.
(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
http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk.
BAFL account holders can use BAFL Net Banking to submit their application via link https://ib.bankalfalah.com.pk. 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 (www.cdceipo.com). CES would be connected to different entities
(1Link, banks etc.) for payment of the subscription money. For details on CES, please refer para 2.3.3.
BOOK BUILDING PORTION WILL BE UNDERWRITTEN BY For investor education please visit www.jamapunji.pk 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
http://www.hbl.com/; http://www.bankalfalah.com/; http://www.arifhabibltd.com;
For further queries you may contact
Dalda Foods Limited: Rafiq-ul-Islam; Phone: +92 21 3585 8707 E-mail: rafiqul.islam@daldafoods.com
Habib Bank Limited: Abdullah Muhammad Farooq; Phone: +92 21 3246 4522; E-mail: abdullah.farooq@hbl.com
Bank Alfalah Limited: Mohammad Yasir Khan; Phone: +92 21 3242 1517; E-mail: yasir.khan@bankalfalah.com
Arif Habib Limited: Abdul Qadir; Phone: +92 21 3243 3542; E-mail: abdul.qadir@arifhabibltd.com
Prospectus | Dalda Foods Limited
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- -sd-
____________________ ____________________
Perwaiz Hasan Khan Rafiq-ul-Islam
Chief Executive Officer Chief Financial Officer
Page 2 of 142
UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE OFFEROR
May 10, 2017
The Chief Executive

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- -sd-
____________________ ____________________
Page 3 of 142
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
Dalda Foods Limited
 FLOOR PRICE : PKR 85/- PER SHARE

 STRIKE PRICE : PKR XX/- PER SHARE
 ISSUE PRICE: PKR XX/- PER SHARE
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.
Category wise Breakup of Successful Bidders

S. No. of shares
Category No. of Bidders
No 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 142
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 142
DEFINITIONS
Application Money 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.
Bankers to the Book Building 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 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 2.2.24 for details.
Bid Amount The amount equal to the product of the number of shares Bid for and the Bid
price.
Bid Collection Center 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 2.2.7 of this
Prospectus.
Bid Price The price at which bid is made for a specified number of shares.
Bid Revision 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 An Eligible Investor who makes Bids for shares in the Book Building process.
Bidding Form The form prepared for the purpose of placing Bids.
Bidding Period 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 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.
Book Building Account 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
2.2.16 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.
Book Building Portion The part of the total Issue allocated for subscription through the Book Building.
Page 6 of 142
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 Book Building System means an online electronic system operated by the
Designated Institution for conducting Book Building.
Centralized E-IPO System In order to facilitate investors, the Central Depository Company of Pakistan
(“CES”) (“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 (www.cdceipo.com). 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, email 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 www.cdcpakistan.com for
information and details.
For further guidance and queries regarding CES and opening of CDS account,
investors may contact CDC at phone number: 0800 – 23275 (CDCPL) and e-
mail: info@cdcpak.com
Collection Banks 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).
Company’s and Transaction Haidermota BNR
Legal Advisor D-79, Block No. 5, K.D.A Scheme No. 05,
Karachi, Pakistan
Commission or SECP Securities & Exchange Commission of Pakistan.
Consolidated Bids Consolidated Bid mean a Bid which is fully or partially beneficially owned by
persons other than the one named therein.
Page 7 of 142
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 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 facility 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 (www.cdceipo.com). 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, email 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 www.cdcpakistan.com for
information and details.
For further guidance and queries regarding CES and opening of CDS account,
investors may contact CDC at phone number: 0800 – 23275 (CDCPL) and e-
mail: info@cdcpak.com
Investors who are registered with CES can submit their applications through
the web link www.cdceipo.com 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 142
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 http://www.ubldirect.com/corporate/ebank.
SMBL account holders can use SMBL Net Banking to submit their application
via link https://ib.summitbank.com.pk.
BAFL account holders can use BAFL Net Banking to submit their application via
link: https://ib.bankalfalah.com.pk
Eligible Investor 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 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.
General Public All Individual and Institutional Investors including both Pakistani (residents &
non-residents) and foreign investors.
Initial Public Offer 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 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 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 142
Offeror or DFLC Name of Offerors Number of Shares Divesting

DFL Corporation (Private) Limited 52,500,000
Key Employees Chief Executive Officer, Directors, Chief Financial Officer and Company
Secretary of Dalda Foods Limited and DFL Corporation (Private) Limited.
Limit Bid The bid at a Limit Price.
Limit Price The maximum price a prospective Bidder is willing to pay for a share under the
Book Building.
Listing Committee 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.
Margin Money 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, 2017.
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 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 2.2.26 for further details.
Shari’ah Advisor 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 Shari’ah certificate for the purpose of these Regulations includes a Shari’ah
pronouncement or fatwa by the Shari’ah Advisor.
Page 10 of 142
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 Chapter 5 of Pakistan Stock Exchange Rule Book, titled ‘Listing of Companies
and Securities Regulation’
Step Bid 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)
Strike Price 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.
Supplement to the Prospectus 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
System 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 142
Table of Contents
1 APPROVALS AND LISTING ON THE STOCK EXCHANGE ................................................................... 13

2 VALUATION, BOOK BUILDING PROCEDURE ................................................................................... 17
3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ........................................ 52
4 OVERVIEW, HISTORY AND PROSPECTS .......................................................................................... 54
5 FINANCIAL INFORMATION ............................................................................................................. 75
6 MANAGEMENT ............................................................................................................................ 104
7 MISCELLANEOUS INFORMATION ................................................................................................. 114
8 APPLICATION AND ALLOTMENT INSTRUCTIONS ......................................................................... 120
9 SIGNATORIES TO THE PROSPECTUS ............................................................................................. 123
10 SIGNATORIES OF THE OFFEROR ................................................................................................... 124
11 INSTRUCTION FOR REGISTRATION AND BIDDING ....................................................................... 125
12 REGISTRATION FORM .................................................................................................................. 129
13 DUPLICATE REGISTRATION FORM ............................................................................................... 130
14 BIDDING FORM ............................................................................................................................ 131
15 ADDITIONAL PAYMENT FORM ..................................................................................................... 133
16 BID REVISION FORM .................................................................................................................... 134
17 MEMORANDUM OF ASSOCIATION .............................................................................................. 135
18 APPLICATION FORM..................................................................................................................... 140
Page 12 of 142
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 142
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 142
1.4 CERTIFICATE BY THE ISSUER
May 10, 2017
The Chief Executive

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- -sd-
____________________ ____________________
Page 15 of 142
1.5 CERTIFICATE BY THE OFFEROR
May 10, 2017
The Chief Executive

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- -sd-
____________________ ____________________
Page 16 of 142
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 2007.
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.
Sales Gross Profit EBIT Profit After Tax

PKR mn PKR mn
30,000 3,500
25,000 3,000
20,000 2,500
2,000
15,000
1,500
10,000 1,000
5,000 500
- -
2012 2013 2014 2015 2016 2012 2013 2014 2015 2016
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 142
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 9001-2015 for Quality.

2. FSSC 22000-2015 for Food Safety.
3. ISO 14001-2015 for Environment.
4. OHSAS 18001-2007 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
9.8 9.0 5.0 3.0 6.5 4.5 3.8 16.2 21.2 18.0 25.16
Per Share
2.0 2.1 1.2 0.7 1.5 1.0 0.9 3.8 6.3 6.0 9.49
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 142
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 31st, March 2017. 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 5.4.3 of this Prospectus.
2.2 BOOK BUILDING PROCEDURE

2.2.1 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.
2.2.2 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 85.00 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 142
Since the Bidder has placed a Limit Bid of PKR 85.00 per share, this indicates that he / she / it is willing to
subscribe the shares at a price up to PKR 85.00 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 85.00 per share, 1 million shares at PKR 86.00 per
share and 1.5 million shares at PKR 87.00 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 64.75 million.
RESTRICTIONS:
(i) AN ELIGIBLE INVESTOR SHALL NOT:

(a) MAKE A BID BELOW THE FLOOR PRICE;
(b) MAKE A BID FOR MORE THAN 10% OF THE SHARES ALLOCATED UNDER THE BOOK BUILDING
PORTION;
(c) 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
(d) 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
(e) 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
(f) REVISE BID DOWNWARD
(g) WITHDRAW BID
(ii) RELATED EMPLOYEES OF THE ISSUER, CONSULTANT TO THE ISSUE AND THE JOINT BOOK RUNNERS
SHALL NOT PARTICIPATE IN THE BIDDING PROCESS.
(iii) 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.
(iv) 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 2.2.27.
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 142
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.
2.2.3 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/2017
4. Bidding Time: 9:00am - 5:00pm
5. Bidding Revision Time (Upward Revision Only): 9:00am - 5:00pm on all days
Page 21 of 142
Bidder Price(PKR/share) Quantity Cumulative Number of shares Category of Order

Institution A 95.0 4,950,000 4,950,000 Limit Price
Institution B 94.5 2,475,000 7,425,000 Limit Price
Institution C 94.0 6,600,000 14,025,000 Limit Price
HNWI A 93.5 7,425,000 21,450,000 Step Bid
Institution D 93.0 7,425,000 28,875,000 Limit Price
Institution E 92.5 6,600,000 35,475,000 Limit Price
HNWI B 92.0 7,425,000 42,900,000 Limit Price
HNWI A 91.5 6,600,000 49,500,000 Step Bid
Institution G 91.0 7,425,000 56,925,000 Limit Price
HNWI C 90.5 5,775,000 62,700,000 Limit Price
Institution F 90.0 7,425,000 70,125,000 Step Bid
Institution G 89.5 5,568,750 75,693,750 Limit Price
HNWI D 89.0 6,600,000 76,725,000 Step Bid
HNWI E 88.5 5,775,000 82,500,000 Limit Price
Institution F 88.0 2,000,000 84,500,000 Step Bid
HNWI D 87.5 3,500,000 88,000,000 Step Bid
HNWI F 87.0 1,500,000 89,500,000 Limit Price
Strike Price Bid has been

revised upward Total shares
determine
and placed at subscribed
through Dutch
Auction PKR 91.00
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.
Page 22 of 142
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.
2.2.4 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.
Page 23 of 142
2.2.5 Consultant to the Issue to the Issue

Arif Habib Limited has been appointed by the Issuer and the Offeror as Consultant to the Issue.
2.2.6 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.
2.2.7 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.
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.
Page 24 of 142
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):
Karachi
Contact Officer:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Lahore Islamabad
Contact Officer:
Mobile No.:
Fax No.:
Email:
Postal Address:
Peshawar Quetta
Contact Officer:
Mobile No.:
Direct:
PABX:
Fax No.:
Email:
Postal Address:
Gilgit/Baltistan Azad Kashmir

Contact Officer:
Mobile No.:
Direct:
PABX:
Fax No.:
Email:
Postal Address:
Page 25 of 142
2.2.8 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 email 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;
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 emails 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.
2.2.9 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.
2.2.10 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.
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REGISTRATION PERIOD
DD/MM/2017 9:00am to 5:00pm
DD/MM/2017 9:00am to 5:00pm
DD/MM/2017 9:00am to 5:00pm
DD/MM/2017 9:00am to 5:00pm
DD/MM/2017 9:00am to 3:00pm
2.2.11 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.
DD/MM/2017
BIDDING PROCESS STARTS ON
(9:00 AM to 5:00 PM)
DD/MM/2017
BIDDING PROCESS ENDS ON
(9:00 AM to 5:00 PM)
2.2.12 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).
2.2.13 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:
http://www.hbl.com/; http://www.bankalfalah.com/; http://www.arifhabibltd.com; and
http://www.daldafoods.com/
3. Eligible Investors who are interested in subscribing to the ordinary shares should approach the Joint Book
Runners at the addresses provided in paragraph 2.2.7 for registration for submitting their Bids.
4. THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE ADDRESSES
PROVIDED IN PARAGRAPH 2.2.7. FOR DETAILS ON THE PROCEDURE OF REGISTRATION PLEASE REFER TO
PARAGRAPH 2.2.7.
5. THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON, THROUGH FAX NUMBERS
GIVEN IN PARAGRAPH 2.2.7 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
EMAIL BY PSX
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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 [•].
2.2.14 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:
─ 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
2.2.7.
─ 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 email on the email 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.
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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 email address in the Registration Form so that the relevant ID and password
can be emailed 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.
2.2.15 Procedure for Bidding

1. A standardized Bidding Form has been prescribed by Dalda Foods.
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 https://bkb.psx.com.pk using the user ID and password
received by them over email 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 2.2.7 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.
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─ 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.
─ 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 2.2.21, 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 2.2.21.
─ 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
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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 credit or of all shares allotted to retail investors; and
o issuance of NOC by the PSX
2.2.16 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
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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 85.00 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 85.00 per share, 1.00 million shares at PKR 86.00 per
share and 1.50 million shares at PKR 87.00 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 64.75 million in the Book Building Account as Margin Money
which is 25% of PKR 259 million.
2.2.17 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 non-
residents 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 2.2.16 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.
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2.2.18 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.
2.2.19 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.
2.2.20 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).
2.2.21 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:
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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.
2.2.22 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..
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.
2.2.23 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.
2.2.24 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.
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2.2.25 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.
2.2.26 Associated Undertakings and Companies of the Issuer and Offeror
Name of Company Status CUIN NTN

DFL Corporation (Pvt.) Ltd. Holding Company 88653 4316231-2
Oil Processors and Refiners (Pvt.) Ltd. Associated Company 96294 7142431-4
Mapak Edible Oils (Pvt.) Ltd. Associated Company 34983 0817018-5
Shakoo (Pvt.) Ltd. Associated Company 5976 1001021-1
Mapak Qasim Bulkers (Pvt.) Ltd. Associated Company 30283 0711057-0
Dalda Foundation (Trust) Associated Company 1553 3973109-0
FKW Global Commodities (Pvt.) Ltd. Associated Company 88881 4299493-4
FWQ Enterprises (Pvt.) Ltd. Associated Company 42022 1422847-5
Sofian Business Corporation (Pvt.) Ltd Associated Company 0007769 0712617-4
Mehran Sugar Mills Limited Associated Company 2012 0711145-2
Bulk Management (Pakistan) Ltd Associated Company 8022 1018813-4
F&B Bulk Storage (Pvt.) Ltd Associated Company 8823 1336149-0
Cumberland (Pvt.) Ltd Associated Company 57789 2741381-7
CAS Management (Pvt.) Ltd Associated Company 49116 2246608-8
Trading Enterprises (Pvt.) Ltd Associated Company 7772 0712447-3
Westbury (Pvt.) Ltd Associated Company 0011398 0712616-6
Wazir Ali Industries Ltd. Subsidiary Company 603 0698582-3
Wazir Ali Ventures (Pvt.) Ltd. Subsidiary Company 50308 3060974-7
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
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S. No Name of Employees Designation

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
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
Page 36 of 142
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 37 of 142
2.2.27 Statement by the Issuer
July 04, 2017
The Chief Executive

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- -sd-
____________________ ____________________
Page 38 of 142
2.2.28 Statement by Offeror
July 04, 2017
The Chief Executive

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- -sd-
____________________ ____________________
Page 39 of 142
2.2.29 Statement by Consultant to the Issue
June 19, 2017
The Chief Executive

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
2.2.30 Statement by Joint Book Runners
June 19, 2017
Page 40 of 142
The Chief Executive

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- -sd-
____________________________ ____________________________
Khurram Iqbal Khan Imtiaz Gadar
Head – Advisory Capital Markets & Syndications DGM – Head of Public Markets
Page 41 of 142
2.3 SHARE CAPITAL AND RELATED MATTERS

2.3.1 Share Capital
No. of Premium
Face Value (PKR) Total (PKR)
shares (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 15th, 2017:
No. of
Shares held by Holding Company Face Value (PKR) Percentage held (%)
shares
299,999,989 DFL Corporation (Private) Limited 2,999,999,890 99.99%
Shares held by Directors of the Company/

Nominees of DFLC
1 Mr. Mohammad Bashir Janmohammad 10 0.00%
1 Mr. Perwaiz Hasan Khan 10 0.00%
Mr. Abdul Rasheed Janmohammad
1 10 0.00%
Dawood
1 Mr. Abdus Samad 10 0.00%
1 Mr. Usama Mahmood Khan Ghouri 10 0.00%
1 Mr. Perwaiz Masud Ansari 10 0.00%
1 Mr. Mohammad Rabbani 10 0.00%
1 Mr. Inam Bari 10 0.00%
1 Mr. Muhammad Ashraf Kothari 10 0.00%
1 Mr. Jahangir Abdullah Rasheed 10 0.00%
1 Ms. Farhat Rasheed 10 0.00%
300,000,000 Total Paid up Capital 3,000,000,000 100%
PRESENT ISSUE OF ORDINARY SHARES DESCRIPTION

No. of Premium Total Value
Description Face Value (PKR)
shares (PKR) (PKR)
Offer of Shares by DFL Corporation Private
52,500,000 525,000,000 [xx] [xxxxxxxx]
Limited by way of Offer for Sale
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 Premium Total Value
Allocation Face Value (PKR)
shares (PKR) (PKR)
Allocations to Institutions / Individual
61,875,000 Investors through Book Building process at 618,750,000 [xx] [xxxxxxxx]
Strike Price
Page 42 of 142
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.
2.3.2 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 http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net
Banking to submit their application via link https://ib.summitbank.com.pk. BAFL account holders can use BAFL Net
Banking to submit their application via link https://ib.bankalfalah.com.pk.
2.3.3 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:
2.3.3.1 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 (www.cdceipo.com).
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, email 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 www.cdcpakistan.com for information and details.
For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone
number: 0800 – 23275 (CDCPL) and e-mail: info@cdcpak.com
Page 43 of 142
Investors who are registered with CES can submit their applications through the web link www.cdceipo.com 24
hours a day during the subscription period which will close at midnight on DD/MM/2017.
2.3.3.2 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 http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit
their application via link https://ib.summitbank.com.pk. And BAFL account holders can use BAFL Net Banking to
submit their application via link: https://ib.bankalfalah.com.pk.
2.3.4 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.
2.3.5 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.
2.3.6 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 non-
residents 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 2.2.16 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 44 of 142
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.
2.3.7 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, 2015.
5. 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 45 of 142
─ 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.
2.3.8 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 15th 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.
2.3.9 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 46 of 142
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.
2.3.10 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.
2.3.11 Shares Issued In Preceding Years

Ordinary Shares Issuance:
No. of Shares Face Value Premium Total Value Date of

S.no Consideration
Issued (PKR) (PKR) (PKR) Issuance
Qualifying
1 11 110 - 110 30-Sep-04
Shares
2 51,299,989 Cash 512,999,980 - 512,999,980 30-Sep-04
3 9,300,000 Cash 93,000,000 - 93,000,000 14-Jun-07
4 9,400,000 Cash 94,000,000 - 94,000,000 11-Oct-07
5 16,000,000 Cash 160,000,000 640,000,000 800,000,000 27-Jun-14
6 14,000,000 Cash 140,000,000 560,000,000 700,000,000 26-Mar-15
7 200,000,000 Cash 2,000,000,000 - 2,000,000,000 31-Mar-17
300,000,000 3,000,000,000 1,200,000,000 4,200,000,000
Preference Shares Issuance:
No. of Shares Face Value Premium Total Value Date of

S.no Consideration
Issued (PKR) (PKR) (PKR) Issuance
1 18,700,000 Cash 187,000,000 - 187,000,000 30-Sep-04
2 9,300,000 Redemption (93,000,000) - (93,000,000) 14-Jun-07
3 9,400,000 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.
2.3.12 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 47 of 142
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.
2.3.13 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.
2.3.14 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 48 of 142
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 9.75 9.00 5.00 3.00 6.50 4.50 3.75 16.15 21.15 18.03 25.16
Restated(1) 2.0 2.1 1.2 0.7 1.5 1.0 0.9 3.8 6.3 6.0 9.49
(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.
2.3.15 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.
2.3.16 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.
2.3.17 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:
Tax Rate FY 2018

Holding Period of Securities
Twelve months or more Twenty four months or
Less than Before 1st
Category Tax Year but less than twenty four more but acquired on or
twelve months July, 2012
months after 1st July, 2012
Filer 2018 15.00% 15.00% 15.00% 0%
Non - Filer 2018 20.00% 20.00% 20.00% 0%
2.3.18 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 49 of 142
 For non-filers of Income Tax Return: 20.0%
2.3.19 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.
2.3.20 Income Tax

The income of the Company is subject to Income Tax under the Income Tax Ordinance, 2001.
2.3.21 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/-.
2.3.22 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, 1990.
Dairy Exempt under serial no.85 of Table-I of the Sixth Schedule to the Sales-Tax Act, 1990.
Snacks Standard rate i.e. 17% under the Sales-Tax Act, 1990
2.3.23 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.
2.3.24 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.
2.3.25 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
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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.
2.3.26 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 2017. Provided that the tax credit for the last two years
shall be ten (10%) percent of the tax payable.
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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.
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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
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4 OVERVIEW, HISTORY AND PROSPECTS

4.1 COMPANY HISTORY
Dalda Foods Limited, bearing incorporation number 0047914, 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 toll-
manufacturing 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 2007. 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 2007. 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 2011. This is a most modern state
of the art plant designed and manufactured by DeSmet Company, Belgium. To further improve the quality and
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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 2013. 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 2015. 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 2015. 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 159.929 million in WIL and holds 86.74% shareholding.
Dalda – Strong Brand Equity:
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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 trans-
fat 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 2,500
20,000 2,000
15,000 1,500
10,000 1,000
5,000 500
- -
2010 2011 2012 2013 2014 2015 2016 2010 2011 2012 2013 2014 2015 2016
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.
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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 2016. 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 9001-2015 for Quality.
 FSSC 22000-2015 for Food Safety.
 ISO 14001-2015 for Environment.
 OHSAS 18001-2007 for Occupational Health and Safety.
Dalda Foods Banaspati and cooking oil brands have been getting top Consumer Choice Award each year
consecutively since 2004.
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.
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Environment and Society:
Dalda Foods strongly believes that the long term sustainability of any business is strongly associated with the well-
being 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 2009.
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.
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4.1.1 Pattern of Shareholding
No. of Premium
Face Value (PKR) Total (PKR)
shares (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 15th, 2017:
299,999,989 Shares held by Holding Company 2,999,999,890 99.99%
Shares held by Directors of the Company/
11 110 0.00%
Nominees of DFLC
300,000,000 Total Paid up Capital 3,000,000,000 100%
4.1.2 Key Milestones

Years Events
2004 Dalda Foods Private Limited was incorporated on July 08, 2004.
2004 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
4.1.3 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.
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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.
4.1.4 Investment in Associates.

There are no investments in Associates.
4.1.5 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: http://archive.fortune.com/magazines/fortune/fortune_archive/2004/08/09/377886/index.htm
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 33000 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
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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 1997. 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
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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 569.9 1,250.4 1,376.4
b) Oil Processors & Refiners (Pvt) Ltd

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)
4.2.1 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:

1 Paid Up Capital 79,860 79,860 79,860
2 Equity (59,657) 10,327 148,428
3 Profit After tax 167,309 69,984 107,019
4 EPS in PKR 20.9 8.8 13.4
b) Wazir Ali Ventures (Pvt) Ltd
Wazir Ali ventures (Pvt.) Ltd is a dormant company – its future is currently being assessed.

1 Paid Up Capital 50,000 50,000 50,000
2 Equity 65,771 67,418 76.250
3 Profit After tax 41,665 1,647 8,832
4 EPS in PKR 8.3 0.3 1.8
4.3 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:
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1) Dalda Foods Ltd – Karachi Factory

F-33, Hub River Road,
S.I.T.E Karachi – 75700
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 – 75020
Principal business activity: Edibles seeds oil extraction
3) Dalda Foods Ltd – Lahore Factory

Manga Raiwind Road (2.5 Km)
Lahore – 55270
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.
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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 2013. 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.
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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 2015.
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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.
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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.
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Dalda Olive Oils were successfully introduced in 2007. 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 2013. 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.
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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 2006. It has successfully grown to be amongst the largest brands in
its segment.
Tullo Brand (A product of Dalda Foods subsidiary)
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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 2007. 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.
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Snacks:
Snacks brand Knock Out with five variants of potato crisps was successfully launched in 2017. Corn based and Nimko
variants are planned to be introduced in the latter part of 2017.
4.5 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 tons1 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 2016 -

https://gain.fas.usda.gov/Recent%20GAIN%20Publications/Oilseeds%20and%20Products%20Annual_Islamabad_Pakistan_4-
5-2016.pdf
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Pakistan is ranked as the 5th 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:
Amount PKR Capacity

S. No. Machine type Supplier
mn (TPD)
1 Seed Preparation Plant Desmet Ballestra Group 300 500
2 Solvent Extraction Plant Desmet Ballestra Group 300 500
- Equipment’s will be ready 12-15 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:
Total Cost
S. No Particulars
(PKR mn)
1 Edible Oilseeds Solvent Extraction Plant: International Suppliers i.e. Desmet Ballestra 600
2 Freight, duties & taxes etc 110
3 Solvent Extraction Building 150
4 Seed Preparation Building 120
5 Meal Storage Building 120
6 Seed Storage Silos 200
7 Refining Facility 300
8 Mechanical Installation 200
9 Electrical & Infrastructure 150
10 Utilities 100
11 Land Development 100
12 Contingency 450
13 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:
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S. No. Project Milestones Expected completion date

1 Identification and earmarking of Land Completed
2 Quotation May 2017
3 Preliminary Engineering Design July 2017
4 Detailed Engineering Design September 2017
5 Environmental Impact Assessment November 2017
6 Capital Proposal Approval December 2017
7 Contract Finalization with equipment support January 2018
8 Payout finalization of equipment with auxiliaries February 2018
9 Opening of L/C for machinery import February 2018
10 Civil Works November 2018
11 Delivery of Electrical equipment December 2018
12 Delivery of plant and machinery February 2019
13 Installation of plant and machinery April 2019
14 Dry Run of Plant May 2019
15 Commercial Production June 2019
4.7 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.
4.8.1 Business Risk:

Sales Volume and profitability might be adversely impacted due to decrease in demand of company product and/or
intensification of competition.
4.8.2 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.
4.8.3 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.
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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.
4.8.5 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.
4.8.6 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.
4.8.7 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.
4.8.8 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.
4.8.9 Risk in delay of commercial production of Solvent extraction plant:

Delay in commercial production of Solvent extraction will have adverse impact on business profitability.
4.8.10 Risk of failure of new businesses:

Dairy and Snacks business inability to deliver business target due to changes in economic & competitive scenario.
4.8.11 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.
4.8.12 Barriers to Entry:

The risk that the new entrants capturing market share of existing players.
4.8.13 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.
4.8.14 Under- subscription Risk:

The issue of Dalda Foods shares may get undersubscribed 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.
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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
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5.2 SHARE BREAK-UP VALUE CERTIFICATE
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5.3 AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP CAPITAL OF THE COMPANY
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5.4 SUMMARY FINANCIAL HIGHLIGHTS OF DALDA FOODS LIMITED

5.4.1 Consolidated Financials
(Amounts in PKR millions) As at and for the year ended June 30th
2012 2013 2014 2015 2016 Mar’ 2017
Income Statement
Revenue 22,636 21,974 25,946 27,212 29,495 24,522
Cost of Goods Sold2 -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
3
EBITDA 1,671 1,668 2,849 3,377 2,880 2,138
Depreciation & Amortization 89 125 141 195 311 256
EBIT 1,582 1,542 2,708 3,181 2,568 1,883
Financial Charges -180 -129 -60 -148 -148 -58
Profit Before Taxation 1,403 1,413 2,648 3,033 2,420 1,825
Taxation -428 -200 -766 -1,190 -814 -303
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 700 700 860 1,000 1,000 3,000
Equity 2,618 3,579 5,019 5,803 5,470 6,620
Short-Term Borrowings 0 0 0 0 0 0
Non-Current Liabilities 0 0 0 0 0 0
Current Liabilities 0 0 0 0 0 0
4
Net Debt 3,238 1,997 1,950 2,870 3,567 3,469
Stock-in-trade 152 222 202 301 287 322
Trade debts 6,277 4,285 6,579 5,915 7,586 6,664
Trade and other payables 3,196 849 59 783 3,561 3,093
Cash Flow Statement

Cash Flow: Operating Activities -1,867 3,353 1,407 1,525 933 1,722
Cash Flow: Investing Activities -208 -551 -494 -981 -1,268 -86
Cash Flow: Financing Activities 1,482 -1,697 -170 -348 -1,746 -1,190
Net Increase in Cash and Cash
Equivalents -593 1,106 744 196 -2,081 446
Cash and Cash Equivalents at the
Beginning of the Year 635 42 1,148 1,891 2,087 -70
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
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Net Cash Balance 42 1,148 1,891 2,087 7 376

Capex -250 -662 -714 -1,203 -605 -189
Growth5
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 - Basic6 13.93 17.33 21.88 18.43 16.06 5.07
Break-up Value per Share - Basic 37.39 51.13 58.37 58.03 54.70 22.07
7
Return on Equity (%) 37% 39% 44% 34% 28% 25%
8
Return on Assets (%) 11% 14% 19% 15% 13% 11%
Balance Sheet Ratios

Fixed Asset Turnover (x)9 13.57x 9.97x 9.40x 7.24x 7.24x 6.12x
10
Asset Turnover (x) 2.50x 2.72x 2.20x 2.26x 2.21x 1.80x
11
Capex to Total Assets (%) 3% 8% 6% 10% 5% 1%
12
Current Ratio (x) 1.18x 1.37x 1.37x 1.40x 1.22x 1.44x
13
Inventory Turnover (days) 108 54 88 59 78 80
14
Receivables Turnover (days) 16 20 22 28 25 29
15
Payables Turnover (days) 48 39 71 36 46 48
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 2016

6 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
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(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 70 70 86 100 100 300
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5.4.2 Unconsolidated Financials
(Amounts in PKR millions)

2012 2013 2014 2015 2016 Mar’ 2017
Income Statement
Revenue 21,560 20,330 23,614 24,058 26,851 22,477
16
Cost of Goods Sold -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
17
EBITDA 1,733 1,637 2,880 3,359 2,808 2,105
Depreciation & Amortization 88 124 140 195 311 255
EBIT 1,646 1,512 2,740 3,164 2,498 1,849
Financial Charges -173 -129 -56 -146 -146 -58
Profit Before Taxation 1,473 1,383 2,683 3,018 2,351 1,791
Taxation -408 -202 -795 -1,149 -753 -263
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 700 700 860 1,000 1,000 3,000
Equity 2,601 3,542 4,990 5,799 5,459 6,615
Surplus on Revaluation on Assets 0 0 0 0 0 0
Long-Term Debt 0 0 0 0 0 0
Current Portion of Long-Term Debt 0 0 0 0 0 0
Short-Term Borrowings 3,238 1,997 1,924 2,870 3,567 3,469
Non-Current Liabilities 127 207 241 337 303 326
Current Liabilities 6,067 3,903 6,303 5,576 7,288 6,258
18
Net Debt 3,227 880 221 1,461 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 1,022 717 1,692
Cash Flow: Investing Activities -220 -560 -547 -981 -511 -149
Cash Flow: Financing Activities 1,664 -1,726 -266 -335 -1,746 -1,192
Net (Decrease)/Increase in Cash and Cash
Equivalents -743 1,106 586 -294 -1,540 351
16 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
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Cash and Cash Equivalents at the

Beginning of the Year 754 11 1,117 1,703 1,409 -208
Net Cash Balance 11 1,117 1,703 1,409 -131 144
Capex -247 -662 -714 -1,174 -605 -189
Growth19
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 - Basic20 15.21 16.87 21.96 18.69 15.99 5.09
21
Break-up Value per Share - Basic 37.16 50.60 58.02 57.99 54.59 22.05
22
Return on Equity (%) 41% 38% 44% 35% 28% 23%
23
Return on Assets (%) 12% 14% 20% 16% 13% 11%
Balance Sheet Ratios

Fixed Asset Turnover (x)24 12.63x 9.04x 8.41x 6.32x 6.34x 5.39x
Asset Turnover (x)25 2.45x 2.66x 2.05x 2.05x 2.06x 1.70x
26
Capex to Total Assets (%) 3% 9% 6% 10% 5% 1%
27
Current Ratio (x) 1.17x 1.38x 1.38x 1.42x 1.21x 1.44x
28
Inventory Turnover (days) 110 55 89 61 81 79
29
Receivables Turnover (days) 18 20 24 34 32 39
30
Payables Turnover (days) 47 34 73 34 45 44
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 2016

20 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 142

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 70 70 86 100 100 300
Page 101 of 142

5.4.3 Peer Group Analysis

Market
Name of Companies Market Cap Revenue32 PAT33 PE PB
Price31
Engro Foods Limited 159.98 122,641 41,415 1,609 76.2x 12.52x
National Foods Limited 325.00 33,673 14,399 876 38.4x 11.73x
Nestle Pakistan Limited 9,800.00 444,430 116,076 12,506 35.5x 34.39x
Unilever Pak Foods 6,200.00 38,192 9,869 1,386 27.5x 16.85x
Murree Brewery Co. Limited 775.08 17,866 7,060 961 18.6x 2.14x
Shezan International 445.00 3,556 7,147 223 15.9x 1.90x
Ismail Industries Limited 390.00 24,882 18,373 1,169 21.3x 4.05x
Rafhan Maize Products Limited 7,150.00 66,066 25,260 4,018 16.4x 5.81x
Mean 31.2x 11.18x
Median 24.4x 8.77x
120%
97%
100%
80%
61%
60%
35%
40% 31% 30%
25% 24%
16% 19%
20% 11% 12% 10% 12%
7% 7% 5%
0%
Engro Foods National Foods Nestle Pakistan Unilever Pak Murree Shezan Ismail Industries Rafhan Maize
Limited Limited Limited Foods Brewery Co. International Limited Products
Limited Limited
ROE ROA
31 Market prices are as on May 12, 2017

32 Revenue is calculated over last twelve months i.e. 31st March, 2017
33 Revenues and Profit After Tax are calculated over last twelve months i.e. 31 stMarch, 2017
Page 102 of 142

Revenue
PKR mn
140,000
116,076
120,000
100,000
80,000
60,000
41,415
40,000
25,260
14,399 18,373
20,000 9,869 7,060 7,147
-
Engro Foods National Foods Nestle Pakistan Unilever Pak Murree Shezan Ismail Rafhan Maize
Limited Limited Limited Foods Brewery Co. International Industries Products
Limited Limited Limited
PKR mn Net Profit

14,000 12,506
12,000
10,000
8,000
6,000
4,018
4,000
1,609 1,386 1,169
2,000 876 961
223
-
Engro Foods National Foods Nestle Pakistan Unilever Pak Murree Shezan Ismail Rafhan Maize
Limited Limited Limited Foods Brewery Co. International Industries Products
Limited Limited Limited
Page 103 of 142

6 MANAGEMENT
6.1 BOARD OF DIRECTORS OF THE COMPANY
S. Usual residential
Name Designation Directorship Held
No. address
Mapak Edible Oils (Pvt.) Ltd.
Mapak Qasim Bulkers (Pvt.) Ltd
FWQ Enterprises (Pvt.) Ltd.
FKW Global Commodities (Pvt.) Limited
5/II, Main Non- Dalda Foods Ltd.
Mohammad
Khayaban-e- Executive Wazir Ali Industries Ltd.
1 Bashir
Shahbaz, DHA, Director and Westbury (Pvt.) Ltd.
Janmohammad
Phase 6, Karachi Chairman 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
Dalda Foods Ltd
Wazir Ali Industries Ltd
Abdul Rasheed 7-Main Khayaban-e- Non- Westbury (Pvt.) Ltd
2 Janmohammad Shahbaz, DHA Phase Executive Bulk Management (Pakistan) Ltd
Dawood VI, Karachi Director 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
127-B, Street No. Dalda Foods Ltd
Executive
Perwaiz Hasan 15, Khayaban-e- Wazir Ali Industries Ltd.
3 Director and
Khan Bukhari, Phase VI, DFL Corporation (Pvt.) Limited
CEO
DHA, Karachi Oil Processors & Refiners (Pvt.) Limited
Dalda Foods Ltd
133-A-1, Block 3, Non-
Muhammad Mapak Edible Oil (Pvt.) Ltd
4 BMCHS, Sharfabad, Executive
Ashraf Kothari DFL Corporation (Pvt.) Limited.
Karachi Director
Oil Processors & Refiners (Pvt.) Limited.
109/1, Street No. Wazir Ali Industries Ltd
25, Khayaban-e- Executive Dalda Foods Ltd.
5 Abdus Samad
Muhafiz, Phase VI, Director DFL Corporation (Pvt.) Limited.
DHA, Karachi Oil Processors & Refiners (Pvt.) Limited.
Wazir Ali Ventures (Pvt.) Ltd
98/1 Khayaban-e-
Executive Dalda Foods Ltd.
6 Inam Bari Shahbaz, Phase VI,
Director DFL Corporation (Pvt.) Limited.
DHA, Karachi
Oil Processors & Refiners (Pvt.) Limited.
Mohammad House No. 577, Executive Dalda Foods Ltd.
7
Rabbani Street No. 4, Director Wazir Ali Industries Ltd.
Page 104 of 142

S. Usual residential
Name Designation Directorship Held
No. address
Defence Officers DFL Corporation (Pvt.) Limited.
Housing Scheme, Oil Processors & Refiners (Pvt.) Limited.
Phase 1, Malir
Cantt, Karachi
127/1, Main Dalda Foods Ltd
Perwaiz Masud Khayaban-e-Bahria, Executive Wazir Ali Industries Ltd.
8
Ansari Phase VI, DHA, Director DFL Corporation (Pvt.) Limited.
Karachi Oil Processors & Refiners (Pvt.) Limited.
House No. 63, Street Dalda Foods Ltd
Usama No. 1, Off. DFL Corporation (Pvt.) Limited
Executive
9 Mahmood Khan Khayaban-e-Rahat, Wazir Ali Industries Ltd.
Director
Ghouri DHA Phase 6, Wazir Ali Ventures (Pvt.) Ltd.
Karachi Oil Processors & Refiners (Pvt.) Limited.
Westbury (Pvt.) Ltd
F&B, Bulk Storage (Pvt.) Ltd
Sofian Business Corporation (Pvt.) Ltd
DFL Corporation (Pvt.) Limited.
Jahangir 7-Main Khayaban-e- Non- Dalda Foods Ltd
10 Abdullah Shahbaz, Phase VI, Executive Wazir Ali Industries Ltd.
Rasheed DHA, Karachi Director Oil Processors & Refiners (Pvt.) Limited.
Bulk Management (Pakistan) Ltd
Shakoo (Pvt.) Ltd
Trading Enterprises (Pvt.) Ltd
7-Main Khayaban-e- Non- DFL Corporation (Pvt.) Limited.
11 Farhat Rasheed Shahbaz, Phase VI, Executive Oil Processors & Refiners (Pvt.) Limited.
DHA, Karachi Director 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 142
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 1982. 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 142
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 142

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 2004. 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 142

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 2014.
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 2013. 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 1998. 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 2004.
7. Mr. Amjad Ali Shah Bukhari – General Manager HR
Page 109 of 142

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 2005. 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 2005. 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 2006.
6.7 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.
6.10 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 142

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.
6.12 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.
6.13 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, 2014. The next election has be held within 3 years and it is
expected to be held in October 2017. 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 Code of Corporate
Governance of PSX Rule Book in the upcoming election i.e. October 2017.
6.14 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.
6.15 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 142

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.
6.18 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.
6.19 FINANCIAL PERFORMANCE OF OTHER ASSOCIATED LISTED COMPANIES

Dalda Foods has no associated listed company under the same management.
6.20 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.
6.21 INVESTMENT IN ASSOCIATED COMPANIES

Dalda Foods Limited has no investments in any associated companies.
6.22 INVESTMENT IN SUBSIDIARIES

Dalda Foods Limited (DFL) has an investment of PKR 159.929 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 142

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.
6.24 CAPITALIZATION OF RESERVES

There has been no capitalization of reserves since the inception of the Company.
Page 113 of 142

7 MISCELLANEOUS INFORMATION
7.1 REGISTERED OFFICE / CORPORATE OFFICE
REGISTERED OFFICE
Dalda Foods Ltd
Karachi Factory
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
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 – 75020
LAHORE FACTORY
Dalda Foods Ltd
Lahore Factory, Manga
2.5 km, Manga Raiwand Road,
Lahore - 55270
7.3 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 142

7.5 BID COLLECTION CENTERS
Karachi Lahore
Contact Officer:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Islamabad Peshawar
Contact Officer:
Mobile No.:
Fax No.:
Email:
Postal Address:
Quetta Gilgit/Baltistan
Contact Officer:
Mobile No.:
Direct:
PABX:
Fax No.:
Email:
Postal Address:
Azad Kashmir
Contact Officer:
Mobile No.:
Direct:
PABX:
Fax No.:
Email:
Postal Address:
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 142

7.7 AUDITORS OF THE COMPANY

KPMG Taseer Hadi & Company
1st 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: 92 21 3243 3542
Email: abdul.qadir@arifhabibltd.com
Website: www.arifhabibltd.com
JOINT BOOK RUNNERS

Habib Bank Limited
Habib Bank Plaza,
I.I. Chundrigar Road,
Karachi
Tel: [•]
Email: [•]
Website: [•]
Bank Alfalah Limited

Bank Alfalah Building,
I.I. Chundrigar Road,
Karachi
Tel: [•]
Email: [•]
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: 92 21 111-000-322
Email: secretariat@thk.com.pk
Website: www.thk.com.pk
Page 116 of 142
7.12 MATERIAL CONTRACTS & DOCUMENTS OF DALDA FOODS LIMITED

7.12.1 Summary of Material Agreements
S. Execution/
Counter Party Nature of Agreement Brief Description
No. Renewal Date
Seed handling, Provide services related to Seed
M/s. Can S Sun June 01, 2015
1 Crushing and Solvent handling, Crushing and Solvent
Oil Solution
Extraction Services Extraction.
M/s. Edible Oil Services related to processing of edible
Processing Processing of edible oils for the manufacturing of banaspati
2 May 02, 2005
Services (Pvt.) oils banaspati, refined edible oils, margarine
Limited and other such edible fat products.
Service related to providing filling,
Haq Engineering
packaging, storage (in cooling rooms &
& Packaging Filling, Packaging &
3 Oct 01,2004 warehouse) and proper upkeep and
Services (Pvt) Storage
maintenance of related plant and
Ltd
equipment.
M/s. Unique
Services related to warehousing,
Supply Chain Handling and Storage December 14,
4 storage, handling of raw and packaging
Services (Pvt.) Facility 2005
materials and their inventory.
Limited
May 01, 2012 Services related to packaging of cooking
Saigal Packages Packaging
oil.
5 Industries (Pvt.)
Manufacturing of TIN Manufacturing and fabrication of TIN
Limited October 01, 2011
Containers containers of various sizes.
DFL undertakes to manufacture,
package, and deliver and to provide
Unilever Manufacturing September 02,
6 storage space for raw materials, semi-
Pakistan Limited Agreement 2004
finished products and fully finished
products related to "Margarine".
7.12.2 Details of Short-Term Financing Facilities

Limit Expiry/
S. Date
Bank Facility (PKR) Mark-up Commission Reviewed
No. Sanctioned
Millions Date
FE-25: Case to case basis
Habib
TR & or FE25 TR TR: KIBOR based on tenor
Metropo (1,250)
of TR+0.25% p.a. December December
1 litan
2016 2017
Bank
Limited Running Finance 3 Months KIBOR + 0.25%
(100)
p.a.
RF: 1 Month KIBOR +
Running Finance /
Bank AL 0.20% FE-25: case to case
Foreign Currency Import August August
2 Habib basis
Finance / Letter of 1,200 2016 2017
Limited Letter of Guarantee:
Guarantee
0.25% per quarter
Habib RF: 1 month KIBOR
Running Finance/ September September
3 Bank FE-25: Matching LIBOR +
Foreign Import Finance 300 2016 2017
Limited Bank Spread
Page 117 of 142
United RF: 1 Month KIBOR +

Running Finance/ February February
4 Bank 0.50% FE-25: LIBOR
Foreign Import Finance 500 2017 2018
Limited based, case to case basis
7.12.3 Details of Long-term Financing Facilities

The company has not availed any facility related to Long-term financing.
7.12.4 Details of Non-Fund Based Financing Facilities
Limit
S. (PKR Mark-up Date Expiry/
Bank Facility
No. million Commission Sanctioned Review Date
s)
Letter of Credit - Sight 2,500
Habib Letter of Credit –
(1,000) LC: 0.10% per December
1 Metropolitan Usance January 2016
quarter 2017
Bank Limited Acceptance (local /
(1,000)
Foreign)
Letter of Credit –
1,500
Bank AL Habib Sight 0.05% per
2 August 2016 August 2017
Limited Letter of Credit - quarter
(1,000)
Usance
0.05% at the
Habib Bank September September
3 Letter of Credit-Sight 300 time of
Limited 2016 2017
establishment
United Bank Letter of Credit - 0.05% per February February
4 500
Limited Sight/Usance quarter 2017 2018
7.12.5 Details of Related Party Agreements

S. Tittle of Party to the
Date Particular
No. Agreement Agreement
January
Manufacturing Wazir Ali Industries
1 2016 - Agreement related to manufacturing services.
Agreement (WIL)
onwards
Rental agreement related to the premises as

Tenancy Oil Processors & December
2 provided to area for its new refinery, Area for
Agreement Refiners (Pvt.) Ltd. 01, 2015
Cooling Tower-1, Area for Cooling tower-2
7.13 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.
7.14 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 142

For tax years 2007 and 2008, tax authorities have issued amended orders raising tax demand of PKR. 101.267 million
and PKR 404.997 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 2008.
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. 2009 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.
7.15 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.
7.16 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 142

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:
http://www.hbl.com/; http://www.bankalfalah.com/; http://www.arifhabibltd.com; and

http://www.daldafoods.com/
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 142

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, 2015.
8.9 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 142
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.
8.10 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.
8.11 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
http://www.ubldirect.com/corporate/ebank.
SMBL account holders can use SMBL Net Banking to submit their application via link
https://ib.summitbank.com.pk.
BAFL account holders can use BAFL Net Banking to submit their application via link https://ib.bankalfalah.com.pk.
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 https://www.cdceipo.com 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
https://eipo.cdcaccess.com.pk/public/why_invest.xhtml.
In case any issue is encountered during or after the IPO subscription, investors can contact CDC call center at 0800-
23275 or email at info@cdcpak.com during business hours.
Page 122 of 142

9 SIGNATORIES TO THE PROSPECTUS
-sd- -sd-
______________________________ __________________________
Mohammad Bashir Janmohammad Perwaiz Hasan Khan
Chairman/Non- Executive Director Chief Executive Officer/ Executive Director
-sd- -sd-
_________________________ ______________________________________
Abdus Samad Abdul Rasheed Janmohammad Dawood
Executive Director Non-Executive Director
-sd- -sd-
___________________________ __________________________
Muhammad Ashraf Kothari Jahangir Abdullah Rasheed
Non-Executive Director Non-Executive Director
-sd- -sd-
______________________________ ___________________
Usama Mahmood Khan Ghouri Perwaiz Masud Ansari
Executive Director Executive Director
-sd- -sd-
____________________ _________________
Mohammad Rabbani Inam Bari
Executive Director Executive Director
-sd-
____________________
Farhat Rasheed
Non-Executive Director
WITNESSES
-sd- -sd-
____________________ _________________
Naushad Tejani Ali Mobin
Manager - Management Accounts Manager Taxation
Page 123 of 142

10 SIGNATORIES OF THE OFFEROR
-sd- -sd-
____________________ _________________
Perwaiz Hasan Khan Abdus Samad
Chief Executive Officer Executive Director
Executive Director
WITNESSES
-sd- -sd-
____________________ _________________
Naushad Tejani Ali Mobin
Manager - Management Accounts Manager Taxation
Page 124 of 142

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 e-mail 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 e-mail 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 e-mail confirmation of their bid via the System
software.
7. Investors can upward revise their bids online. Please visit www.bkb.psx.com.pk 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 e-mail address(es).
5. Bidders are requested to provide two copies of the bidding instrument at the time of bid submission.
Page 125 of 142
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: [•]
Email: [•] Email: [•]
Postal Address: [•] Postal Address: [•]
Lahore Islamabad
Contact Person: [•] Contact Person: [•]
Peshawar Quetta
[•] [•]
Azad Kashmir Gilgit / Baltistan
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 142

INVESTORS CAN ALSO PLACE THEIR BIDS DIRECTLY VIA THE ONLINE PORTAL BY VISITING
WWW.BKB.PSX.COM.PK.
11. 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 30.00 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 30.00 per share, this indicates that he / she / it is willing to subscribe the shares at a price up to
PKR 30.00 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 30.00 per share, 1 million shares at PKR
32.00 per share and 1.5 million shares at PKR 34.00 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: www.psx.com.pk
15. 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
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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 pro-
rata basis.
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12 REGISTRATION FORM
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13 DUPLICATE REGISTRATION FORM
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14 BIDDING FORM
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15 ADDITIONAL PAYMENT FORM
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16 BID REVISION FORM
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17 MEMORANDUM OF ASSOCIATION
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18 APPLICATION FORM
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GENERAL INSTRUCTIONS
1. Eligible investors includes:
a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;
b. Foreign Nationals whether living in or outside Pakistan;
c. 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);
d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust Deed and existing regulations); and
e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
2. APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.
3. Copies of the Prospectus and application forms can be obtained from the TREC holders of Pakistan Stock Exchange, the Bankers to the Issue and their branches, the Lead Consultant, Book Runner and the registered office of the
Company. The Prospectus and the application forms can also be downloaded from the website: http://www.daldafoods.com & www.arifhabibltd.com & www.psx.com.pk
4. The Applicants are required to complete the relevant sections of the application to get the share in book entry form. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such Shares is allowed ONLY
in the applicant’s own CDC Account.
5. Name(s) and addresses must be written in full block letters, in English and should not be abbreviated.
6. All applications must bear the name and signature corresponding with that recorded with the applicant’s banker. In case of difference of signature with the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas
Pakistanis (NICOP) or Passport both the signatures should be affixed on the application form.
7. APPLICATIONS MADE BY INDIVIDUAL INVESTORS
(i) In case of individual investors, an attested photocopy of CNIC (in case of RPs)/Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC/ Passport should be written against the name of the
applicant. Copy of these documents can be attested by any Federal/Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.
(ii) Original CNIC/Passport, along with one attested photocopy, 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. The
attested photocopy will, after verification, be retained by the bank branch along with the application.
8. APPLICATIONS MADE BY INSTITUTIONAL INVESTORS
(i) 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 Gazetted 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.
(ii) Attested photocopies of the documents mentioned in 8(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. The attested
copies, will after verification, be retained by the bank branch along with the application.
9. Only one application will be accepted against each applicant, however, in case of joint account, one application may be submitted in the name of each joint account holder.
10. 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 attested copies of their CNICs//Passport. The shares 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.
11. 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 “IPO of Dalda Foods Limited – General Portion Account” and crossed “A/C PAYEE ONLY”.
12. 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.
13. The applicant should have at least one bank account with any of the commercial banks. Applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Shares.
14. Applications are not to be made by minors and/or persons of unsound mind.
15. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.
16. 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.
17. 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.
18. 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.
19. 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 check, pay order or bank draft.
Applicants should, therefore, not fail to give their bank account numbers.
20. Submission of false and fictitious applications is an offence under section 87(7) of the Securities Act, 2015 and such applications’ money is liable to confiscation under section 87(8) of the Securities Act, 2015.
ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

21. 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 application. Copies of these documents can be attested by the bank
manager in the country of applicant’s residence.
22. Foreign / Non – resident investors should follow payment instruction given in Section 2.2.18 and 2.3.4 of the Prospectus.
BASIS OF ALLOTMENT
1. The minimum amount of application for subscription of 500 shares.

2. Application for Shares must be made for 500 Shares or in multiple thereof only. Applications, which are neither for 500 Shares nor for multiple thereof, 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.
7. BANKERS TO THE OFFER 9. OCCUPATION CODE
Code Name of Banks Code Name of Banks Code Occupation Code Occupation
01 Askari Bank Limited 08 Faysal Bank Limited 01 Business 06 Professional
02 Albaraka Bank Limited 09 Habib Bank Limited 02 Business Executive 07 Student
03 Allied Bank Limited 10 Habib Metropolitan Bank 03 Service 08 Agriculturist
04 *Bank Alfalah Limited 11 MCB Bank Limited 04 Housewife 09 Industrialist
05 Bank Al Habib Limited 12 Meezan Bank Limited 05 Household 10 Other
06 Bank Islami Pakistan Limited 13 *Summit Bank Limited
07 Dubai Islamic Bank Limited 14 *United 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 http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk. BAFL
account holders can use BAFL Net Banking to submit their application via link https://ib.bankalfalah.com.pk. 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 IPOs can be made electronically. CES can be
accessed through the web link (www.cdceipo.com). CES would be connected to different entities (1Link, banks etc.) for payment of the subscription money.
8. OVERSEAS BANKERS TO THE OFFER 10. NATIONALITY CODE
Code Name of Banks Code Name of Banks Code Name of Country Code Name of Banks
01 n/a 06 n/a 001 U.S.A 006 Bangladesh
02 n/a 07 n/a 002 U.K 007 China
03 n/a 08 n/a 003 U.A.E 008 Bahrain
04 n/a 09 n/a 004 K.S.A 009 Other
05 n/a 10 n/a 005 Oman
For further queries you may contact:

Dalda Foods Limited: Rafiq-ul-Islam; Phone: +92 21 3585 8707 E-mail: rafiqul.islam@daldafoods.com; Habib Bank Limited: Abdullah Muhammad Farooq; Phone: +92 21 3246 4522; E-mail: abdullah.farooq@hbl.com
Bank Alfalah Limited: Mohammad Yasir Khan; Phone: +92 21 3242 1517; E-mail: yasir.khan@bankalfalah.com; Arif Habib Limited: Abdul Qadir; Phone: +92 21 3243 3542; E-mail: abdul.qadir@arifhabibltd.com
Page 141 of 142

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ADVICE FOR INVESTORS

Dalda Foods Limited

Dalda Foods Limited DFL Corporation (Private) Limited

JOINT BOOK RUNNERS TO THE ISSUE

Date of Publication of this Prospectus: DD MM, 2017

May 10, 2017

The Chief Executive

For and behalf of Dalda Foods Limited

May 10, 2017

The Chief Executive

For and behalf of DFL Corporation (Private) Limited

SUPPLEMENT TO THE PROSPECTUS

Dalda Foods Limited

 FLOOR PRICE : PKR 85/- PER SHARE

Category wise Breakup of Successful Bidders

Glossary of Technical Terms

ACT Securities Act, 2015

The Bidding Period shall be of two days, from DD/MM/2017 to DD/MM/2017

(i) Centralized e-IPO System (CES):

(ii) e-IPO facilities by Bankers to the Issue:

Book Building Portion of the Issue comprises of 61,875,000 Ordinary Shares

General Public Portion of the Issue comprises of 20,625,000 Ordinary Shares

Offeror or DFLC Name of Offerors Number of Shares Divesting

Prospectus Prospectus means any document described or issued as a prospectus and

A person who replaces the person referred above; and

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE ................................................................... 13

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1 APPROVAL OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

1.2 APPROVAL OF PROSPECTUS BY THE PSX

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX.

1.3 LISTING AT PSX

1.4 CERTIFICATE BY THE ISSUER

May 10, 2017

The Chief Executive

For and on behalf of Dalda Foods Limited

1.5 CERTIFICATE BY THE OFFEROR

May 10, 2017

The Chief Executive

For and on behalf of DFL Corporation (Private) Limited

2 VALUATION, BOOK BUILDING PROCEDURE

2.1 VALUATION SECTION

1. Successful Operational History

Sales Gross Profit EBIT Profit After Tax

1. ISO 9001-2015 for Quality.

5. Dividend Payout History

6. Strong Distribution Network

7. Investment and Diversification

2.2 BOOK BUILDING PROCEDURE

2.2.2 Types of Bids and Procedure for Making a Bid

(i) AN ELIGIBLE INVESTOR SHALL NOT:

2.2.3 Mechanism for Determination of Strike Price

2. Floor Price: PKR 85.0 per share

3. Bidding Period: From DD/MM/2017 to DD/MM/2017

4. Bidding Time: 9:00am - 5:00pm

Bidder Price(PKR/share) Quantity Cumulative Number of shares Category of Order

Strike Price Bid has been

2.2.5 Consultant to the Issue to the Issue

2.2.6 Joint Book Runners

Responsibilities of the Joint Book Runners

Gilgit/Baltistan Azad Kashmir