IMARA VENTURES

(A public limited liability company incorporated in

UGANDA on 25 JULY 2018 with Registration No.
P.213)
Offer for sale of 2300000 ordinary shares with a par
value of UGX 200000 each at an offer price of UGX
600000 per share, and listing of the entire issued share
capital of IMARA VENTURES on the Main
Investment Market Segment of the Uganda Securities
Exchange Date of Issue: 05 DECEMBER 2023.
IMARA VENTURES PUBLIC OFFERING PROSPECTUS

1. Executive Summary:

Imara Ventures Limited ("Imara Ventures" or the "Company") is a

prominent telecommunications provider in Uganda, offering a diverse
portfolio of voice and internet services. Since its inception in 2010,
Imara Ventures has established itself as a key player in the
telecommunications sector, driven by a commitment to innovation and
customer-centric solutions.

Financial Highlights (FY 2021):

Total Revenue: 250 million

Voice Services Revenue: 150 million

Internet Services Revenue: 100 million

Operating Profit Margin: 18%

Net Profit Margin: 15%

Market Position:

Imara Ventures commands a 25% market share in voice services and an

18% market share in the rapidly growing internet services segment.

The objective of Public Offering:

The primary purpose of this public offering is to raise capital to fund

strategic initiatives aimed at fortifying Imara Ventures' market position,
enhancing technological capabilities, and expanding its network
infrastructure to reach underserved regions.

2. Risk Factors:

Market Competition:

Imara Ventures faces competition from established telecommunications

providers and potential disruption from emerging technologies.
Intensifying competition could lead to price wars and erode profit
margins.

Capital adequacy Risks:

Capital comprises both core capital, primarily shareholders' equity, and

supplementary capital, which includes borrowings. This assessment is
conducted at both the Company level and the 5G Company level. While
the Company itself is not bound by capital adequacy requirements, the
5G Company is mandated to maintain a minimum issued and paid-up
capital of UGX 10 billion. The primary aim of the Company's capital
management strategies is to ensure robust credit ratings and healthy
capital ratios for both the Company and the 5G Company, supporting
their operations and optimizing shareholder value.

To uphold an optimal capital structure, the Company may make

adjustments in dividend payments, return capital to shareholders, or
issue new shares. Particularly crucial for the 5G Company in the future,
the Company's capital optimization policy aims to address these
considerations. It's important to note, however, that there is no guarantee
that these measures will be entirely effective in minimizing or mitigating
associated risks.

Regulatory Risks:

The Ugandan telecommunications sector is subject to evolving

regulations. Changes in licensing requirements, spectrum allocation, or
governmental policies may impact operations and financial performance.

Technological Risks:

Advancements in telecommunications technology necessitate ongoing

investments in network upgrades. Failure to adapt to technological
changes may result in service disruptions and reduced competitiveness.

Product Liability Risks.

Public concerns about potential health risks associated with wireless

communication technology may harm the demand for wireless services,
leading to a decline in IMARA VENTURES' revenue or growth. While
scientific studies have extensively examined the link between radio
frequency emissions and health effects from mobile phone use, no
evidence supporting such a connection has been established. Negative
public perception and regulatory actions related to perceived health risks
could impede market acceptance and provoke opposition to wireless
network development, even risking vandalism of towers. In Uganda, the
UCC is increasingly prioritizing safety and environmental concerns in
telecommunications installations to address existing issues and enhance
transparency. If regulatory assessments or scientific findings identify
health risks from radio frequency emissions, it could significantly
impact the wireless services market, adversely affecting IMARA
VENTURE's business, financial condition, and prospects.

3. Business Description:

Comprehensive Telecommunications Services:

 Imara Ventures provides a comprehensive suite of

telecommunications services, including:
 High-quality voice services with national and international
coverage.
 Broadband and data services catering to residential and business
customers.
 Value-added services such as digital content and enterprise
solutions.

Network Infrastructure:

Imara Ventures boasts a robust network infrastructure, comprising fiber-

optic cables, satellite connectivity, and a network of cell towers. The
company's strategic focus on last-mile connectivity has facilitated access
to remote and underserved areas.

4. Management and Corporate Governance:

Key Executives:

 Dr Amina Nkosi (CEO): A seasoned telecommunications executive

with a track record of driving business growth and innovation.
 Mr. Isaac Kiwanuka (CTO): An experienced technology leader
specializing in the development and optimization of
telecommunications networks.
 Mr. Surambaya Okot (CFO): A finance professional with expertise
in managing the financial health of telecommunications
companies.

Board of Directors:

The board comprises individuals with diverse backgrounds, including

telecommunications, finance, legal, and regulatory affairs, ensuring a
holistic approach to corporate governance.

5. Financial Information:

Audited Financial Statements (FY 2021):

Total Revenue: 250 million

Cost of Goods Sold: 90 million

Gross Profit: 70 million

Operating Expenses: 42 million

Operating Profit: 28 million

Net Income: 20 million

Financial Ratios:

Profit Margin: 15%

Return on Equity (ROE): 20%

Current Ratio: 2.5

Debt-to-Equity Ratio: 0.4

Significant Financial Events (FY 2021):

Imara Ventures successfully secured a USD 30 million credit facility to

fund network expansion and technology upgrades.

6. Use of Proceeds:

The Company intends to raise approximately USD 50 million through

this public offering. The allocation of funds is as follows:

 Network Expansion (40%): Expansion of coverage in underserved

regions and optimization of existing infrastructure.
 Technological Upgrades (30%): Investments in 5G technology,
network security enhancements, and digital transformation
initiatives.
 Marketing and Promotion (20%): Brand building, customer
acquisition campaigns, and promotional activities.
  Working Capital (10%): To ensure operational flexibility and meet
short-term financial obligations.

7. Market and Industry Analysis:

Ugandan Telecommunications Market:

Imara Ventures operates in a dynamic market characterized by rapid

technological advancements and increasing demand for
telecommunications services. The market is estimated to grow at a
CAGR of 8% over the next five years, driven by factors such as
increasing smartphone penetration, rising internet adoption, and the
government's initiatives to expand digital infrastructure.

Industry Trends:

Key trends include the proliferation of 5G technology, the growing

importance of data services, and the emergence of new revenue streams
through partnerships and value-added services.

SWOT Analysis:

 Strengths: Established market presence, diversified service

portfolio, strong brand recognition.
 Weaknesses: Dependency on external network infrastructure, and
potential regulatory changes.
 Opportunities: Expansion into adjacent markets, partnerships with
content providers, leveraging IoT for innovative services.
  Threats: Intense competition, regulatory uncertainties,
cybersecurity risks.

8. Legal and Regulatory Compliance:

 Compliance Framework:
Imara Ventures is committed to strict adherence to all applicable
Ugandan telecommunications laws and regulations. The company
conducts regular audits to ensure compliance with licensing
requirements, spectrum allocation regulations, and consumer
protection laws.
 Ongoing Legal Proceedings:
As of the date of this prospectus, the managing partner and the
deputy managing partners are currently convicted for crimes
related to theft and bribery and this case is being overseen by the
company lawyers MS. Sitya Danger and Associates, but these
disputes would not significantly impact the company's financial
condition or operations since they are meant to maintain the steady
cash flow of the company..

9. Offering Details:

Number of Shares Offered:

Imara Ventures plans to offer 2300000 million ordinary shares to the

public at an offering price of Sh. 600000 per share. The offering includes
5 additional shares as an over-allotment option.
Underwriting Arrangements:

The company is under contract to install software and restructure

Vodacom in Eastern DRC at a tune of USD 2,000,000,000 in 2022 but
due to the ADF activities in the company has been incapacitated to
commence work. This is partly also due to one of our directors being an
ADF sympathizer by the names of Mr. Surambaya Okot.

10. Corporate Structure and Capitalization:

Organizational Structure:

Imara Ventures operates as a private limited liability company with 10

subsidiaries, each playing a strategic role in the overall business
ecosystem.

Capitalization:

Authorized Shares: …………………..million

Issued and Outstanding Shares: ………………million

Convertible Securities: …………………..million (if applicable)

11. Material Contracts and Agreements:

Strategic Partnerships:

Imara Ventures has entered into strategic partnerships with Vodacom and
Safari.com to enhance service offerings, expand market reach, and
facilitate technology collaborations.
Exclusive Agreements:

The company has exclusive agreements with Vodacom in DRC

(regardless of the inconsistencies with the operations due to the ADF-
caused unrest in the country), but it providing a competitive edge in
specific market segments.

12. Future Outlook:

I. Strategic Initiatives:

Imara Ventures is poised for strategic growth through:

Continued investment in 5G technology.

Expansion into adjacent markets and underserved regions.

Diversification of revenue streams through partnerships with content

providers.

II. Risk Mitigation Strategies:

To address potential challenges, the company has implemented robust

risk management strategies, including regular risk assessments,
cybersecurity measures, and scenario planning.

13. Subscription and Offer Details:

i. Subscription Process:

Investors can subscribe to Imara Ventures' shares through Stanbic bank

at Account No. 098765343256.
ii. Offer Timeline:

The public offering is expected to commence on 12/12/2023 and

conclude on 12/03/2023. The company reserves the right to modify the
timeline if necessary.

14. Miscellaneous Information:

I. Recent Achievements:

Imara Ventures has been recognized as the best telecommunication

company, highlighting the company's commitment to excellence.

II. Investor Relations:

For inquiries, contact the Investor Relations department at 0300223333.