Zarea Limited (“ZAL” or the “Company”) commenced operations as Vision 2A (Private) Limited on September 16, 2020, rebranded in August 2022, and converted into a public limited company on April 15, 2024. ZAL is a tech-enabled B2B e-commerce platform digitizing Pakistan’s fragmented industrial and agricultural supply chains. The Company has executed more than 17,000 transactions across 50+ cities and secured long-tenor offtake agreements with blue-chip corporates, supported by a proprietary 10-year commodity data repository and real-time order tracking. The Company’s registered office is located at Delta 6, Office No. 6011, NASTP, Abid Majeed Road, Lahore Cantt.

Mr. Ali Alam Qamar, the Founder and Chief Executive Officer of Zarea Limited, maintains a controlling interest with an approximate ~41.5% equity stake in the company. Additionally, M/S Goldfinger Private Limited, a prominent institutional shareholder, holds a substantial ~34.3% ownership, which is ultimately beneficially owned by Mr. Ali Alam Qamar. This consolidated ownership structure results in an effective combined stake of approximately 75%, underscoring strong promoter alignment with the Company’s strategic direction. The remaining ~23.8% of the shareholding is disseminated among the general public, ensuring broad-based market participation. Notably, several reputable financial institutions, including National Bank of Pakistan (NBP), Bank Alfalah, ABL Asset Management, and JS Investments, are among the shareholders, underscoring institutional confidence in ZAL’s business model, governance, and growth potential.

The Board of Directors (BoD) of Zarea Limited (ZAL) consists of seven experienced professionals, including CEO Mr. Ali Alam Qamar and Chairperson Ms. Misbah Momin. The board includes two executive and five non-executive members, including two independent directors. Among them, Mr. Sohail Wajahat Siddiqui, former Federal Minister and ex-MD of Siemens Pakistan, brings over 30 years of leadership in the energy sector; Mr. M. Afzal Chaudhry, a veteran banker with more than four decades of experience, provides deep expertise in credit and risk management; and Mr. Juneid Akram, former senior FBR official, contributes valuable insights in fiscal policy, compliance, and governance. Together, they complement the executive leadership with diverse backgrounds spanning corporate, financial, regulatory, and development sectors. ZAL maintains a adequate governance framework with a well-structured Board that demonstrates strong oversight through regular meetings and proper documentation. The Board has established two key committees - the Audit Committee and the HR & Remuneration Committee - both chaired by independent directors to ensure objective oversight of financial reporting, internal controls, and executive compensation matters. Board meetings are conducted with due diligence, where discussions are properly minuted and decisions are formally recorded, reflecting adherence to corporate governance best practices. This structured approach enables effective monitoring of company affairs while maintaining transparency and accountability across all operational and strategic matters. The composition and functioning of these committees demonstrate the Board's commitment to sound governance principles and effective stewardship of shareholder interests.

Zarea Limited operates through a well-structured functional framework comprising Management, Operations, Sales & Marketing, Accounts & Finance, Supply Chain, and Technology, each led by heads reporting directly to the CEO. This streamlined hierarchy promotes agility, accountability, and efficient strategy execution. The Company is led by Founder & CEO Mr. Ali Alam Qamar, a Cambridge- and Harvard-qualified finance professional, supported by a strong management team including Mr. M. Usman Ameer (CFO), Mr. Usman Iftikhar (CIO), Mr. Muhammad Shehzad (CTO), and Mr. Syed Muhammad Akram (Company Secretary). Departmental heads bring over a decade of expertise from leading organizations such as Engro, Packages Group, Bestway Cement, and Bank Alfalah. The team’s blend of entrepreneurial vision and technical expertise has delivered strong outcomes, including ~22% ROE and an oversubscribed IPO.

Zarea Limited has demonstrated strong top-line growth during 1QFY26, with revenue increasing by 308% YoY to PKR 783.6 million (1QFY25: PKR 191.8 million), primarily driven by a significant expansion in agri-commodity trading volumes. Profit after tax also grew substantially to PKR 558.2 million (1QFY25: PKR 107.8 million), reflecting strong bottom-line performance. However, earnings quality warrants close monitoring as a sizeable portion of profitability was supported by non-operating income, including capital gains and unrealized gains on short-term investments. Gross margin moderated to 29.6% during the quarter (1QFY25: 62.8%), indicating increased cost of sales due to higher exposure to physical commodity trading relative to platform-based fee income. This shift in revenue mix suggests comparatively lower-margin trading activity contributing a larger share of revenue. Although operating profit increased in absolute terms, margin compression highlights growing cost pressures associated with scaling procurement, logistics, and inventory management functions. The Company’s increasing exposure to short-term investments (PKR 1.58 billion as of September 2025 vs. PKR 0.79 billion at June 2025) introduces earnings volatility linked to capital market movements. Additionally, rapid growth in advances against commodities and stock-in-trade reflects higher working capital intensity, which may elevate liquidity and execution risks as operations scale. While the Company maintains a strong liquidity profile (current ratio 8.0x) and low leverage (debt-to-equity 1.35%), sustainability of current profitability levels will depend on maintaining operational efficiency, stabilizing margins in core trading activities, and reducing reliance on non-recurring investment gains. Overall, although Zarea benefits from a technology-enabled platform model and strong revenue momentum, margin normalization, working capital expansion, and exposure to commodity and capital market volatility remain key business risk considerations.

Zarea Limited maintains low financial risk profile, supported by strong capitalization, ample liquidity, and minimal reliance on debt. As of September 30, 2025, total equity stands at approximately PKR 2.83 billion, representing nearly 88% of total assets (PKR 3.23 billion). This high equity base provides a substantial cushion for creditors and enhances resilience against potential stress scenarios. Leverage remains negligible, with long-term bank financing of PKR 24.0 million and a current portion of PKR 14.2 million, translating into an overall debt-to-equity ratio of approximately 1.35%. Liquidity indicators remain strong, with a current ratio of 8.0x and a quick ratio of 6.74x, demonstrating the Company’s ability to comfortably meet short-term obligations. Consolidated cash and bank balances amount to approximately PKR 328 million, further supporting near-term liquidity. Net cash generated from operating activities during the quarter was approximately PKR 244 million, reflecting continued internal cash generation despite normalization from prior-period gains. Overall, negligible leverage, strong liquidity buffers, and a high equity base collectively support a stable and low-risk financial profile.

The issued Sukuk is a Shariah-compliant, privately placed, unsecured short-term facility structured under Musharakah (Shirkat-ul-Aqd), with an issue size of PKR 1,000 million. The tenor is six months, from January 2026 to July 2026, with a profit rate of 6MKIBOR + 2.50%. Profit and principal are scheduled to be realized in a single settlement at maturity. Structural protections include a Sukuk Payment Account, which requires staged pre-funding of principal in four equal weekly tranches prior to maturity. The first three tranches comprise only principal, while the final tranche covers both principal and profit payments.

The issue is unsecured, privately placed short-term Musharakah (Shirkat-ul-Aqd).

The Instrument is not secured but strutured which provides comfort agaist the risk of non-payment. Furthermore, the Company shall designate and maintain a dedicated Sukuk Payment Account (SPA) with an Islamic Commercial Bank. In the final month of the Sukuk tenor, the Company will deposit one-fourth (1/4th) of the total principal amount (i.e., the Issue Size) into the SPA on a weekly basis, with PKR 250 million to be deposited in each of the first, second, and third weeks. In the fourth and final week, the Company shall deposit the remaining PKR 250 million of the principal amount along with approximately PKR 63 million, representing the final profit payment (tentative). This ensures that the entire principal is deposited in four equal weekly tranches, with the profit payment made alongside the final installment, all prior to the Sukuk’s Maturity Date. The Company shall not be allowed to operate the SPA during the Sukuk tenor and will provide irrevocable standing instructions to the account bank to this effect. Moreover, the Company shall not assume any additional debt obligations throughout the life of the Sukuk.