Engro Holdings Limited has crossed the final milestone in its landmark tower-sharing amalgamation deal with Pakistan Mobile Communications Limited (PMCL), the operator of Jazz. With all corporate, regulatory, and judicial approvals secured — including clearance from the Competition Commission of Pakistan, the Pakistan Telecommunication Authority, and most recently, the Islamabad High Court — the scheme of arrangement will come into effect on June 3, 2025.
The transaction will transfer PMCL’s entire shareholding in Deodar (Private) Limited, its tower infrastructure arm, to Engro Connect (Private) Limited (EConnect), a wholly owned subsidiary of Engro Corporation. Deodar, which owns and operates over 10,000 passive telecom towers across the country, will now become part of Engro’s growing infrastructure portfolio
This deal marks Engro’s most significant step yet into the telecom infrastructure space. The company — traditionally known for its diversified operations in energy, chemicals, agriculture, and food — has spent the past few years scouting opportunities in capital-intensive, cash-generating sectors. Telecom towers, with their long-term lease models and predictable cashflows, emerged as an attractive target.
Back in December 2024, Engro Corporation had first announced its plan to acquire Deodar via a court-sanctioned Scheme of Arrangement involving PMCL and EConnect. The structure was designed to streamline ownership under a specialised platform. Now, with the High Court’s final sanction, the deal will reach its legal conclusion next month.
Company officials say the new vertical complements Engro’s broader mission of investing in national-scale infrastructure projects that enable sustainable growth and digital inclusion. Passive tower infrastructure — which can be shared by multiple mobile network operators — reduces duplication of costs and enables faster, more efficient rollout of telecom services in underserved areas.
For Jazz, the divestment is part of a long-term shift toward an asset-light model. By transferring Deodar’s operations to Engro, Jazz will free up capital and management focus to invest in its core digital and telecom services. The move aligns with global trends, where telecom operators are increasingly offloading non-core infrastructure assets to independent tower companies.
Jazz will continue to lease towers from Deodar under long-term contracts, ensuring network continuity while avoiding the burden of managing physical assets. This approach allows for greater flexibility, improved capital efficiency, and the ability to better target investments in spectrum, data services, and customer experience.
With Deodar under its belt, Engro becomes the single largest owner of passive telecom infrastructure in Pakistan. This gives it a unique edge in an industry that is rapidly evolving due to rising mobile data usage, 4G penetration, and expected future rollout of 5G services.
Analysts view the deal as a win-win: Engro gains an income-generating asset class with relatively low operational risk, while Jazz exits a non-core segment and sharpens its strategic focus. For the industry as a whole, the consolidation opens the door for more efficient tower sharing, lower costs, and faster rural network expansion.
Engro has hinted that this may just be the beginning of its telecom infrastructure ambitions. The company is expected to explore partnerships and service offerings beyond tower ownership — such as energy-as-a-service for telecom sites, fiber backhaul integration, and even regional M&A opportunities.
As the June 3 effective date approaches, Pakistan’s telecom sector is bracing for a structural shift that could redefine how digital infrastructure is built, owned, and monetized. For Engro, it marks the birth of a new vertical; for Jazz, the start of a leaner, more focused operational model; and for the market — a signal that passive infrastructure is no longer just an operational necessity, but a standalone business in its own right.
