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 22,000+ 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. The Company operates through two subsidiaries, Zarea Agri-Tech (Private) Limited (75% owned) and Zarea Commerce FZCO, a wholly-owned Dubai-based subsidiary incorporated in July 2025 to support regional expansion.

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 Mrs. 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 an sound governance framework with a well-structured Board that demonstrates 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 practices.

ZAL 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 management team including Mr. Muhammad 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 a 9MFY26 return on equity of ~43% and continued access to capital markets following the FY25 IPO and first Sukuk issuance.

ZAL has demonstrated strong revenue growth (~162% YoY in 9MFY26) and continued profitability (~82% YoY increase in net earnings), largely driven by tech-enabled agri-commodity trading. However, business risks arise from margin compression as gross profit margin declined to ~28% (vs. ~46% in 9MFY25) and operating margin to ~17% (vs. ~36% in 9MFY25), reflecting higher costs in physical procurement, logistics, and platform expansion. Heavy reliance on tech-enabled agri-commodity trading exposes the Company to volatility in commodity prices and supply chain disruptions. The moderation in margins also highlights greater dependence on operational efficiency as scale increases. Although ZAL benefits from operating leverage, a tech-centric cost base, and a 10-year STZA tax exemption, sustaining profitability will depend on effective cost management as the Company scales into logistics, agri-processing, wheat procurement under the Punjab Wheat Policy 2026, and regional markets via its UAE subsidiary.

ZAL maintains a low financial risk profile, supported by continued working capital efficiency, strong cash flows, and a demonstrated ability to service capital-market obligations in full and on time. Trade receivable days improved further to ~42 (Mar-25: ~47), compressing the working capital cycle and strengthening liquidity and cash conversion. Payables remain low relative to trade volumes, reflecting upfront settlement aligned with its digital-first model. Free Cash Flow from Operations grew significantly in 9MFY26, underscoring strong internal cash generation. At the March 31, 2026 balance sheet date, the still-outstanding first Sukuk raised the Islamic Financing - Sukuk balance to ~PKR 1,021 million, alongside ~PKR 16 million in long-term bank debt and ~PKR 15 million in short-term facilities, pushing the gearing ratio (total borrowings/(total borrowings+equity)) to ~27.0% (Mar-25: ~2.1%) and equity-to-asset ratio down to ~67% (Jun-25: ~94.5%). This was a temporary, maturity-driven peak rather than a structural shift: the first Sukuk was fully redeemed on July 23, 2026, which is expected to have restored gearing and equity-to-asset metrics toward pre-Sukuk levels ahead of the proposed second, larger issue. ZAL's capital-light model and internal cash generation continue to reduce exposure to financing risk, though the move to a larger, repeat Sukuk programme increases reliance on continued capital-market access, which warrants ongoing monitoring.

The proposed Sukuk is a Shariah-compliant, privately placed, unsecured, short-term facility structured under Wakala-tul-Istithmar with an issue size of up to PKR 2,000 million, inclusive of a green shoe option of PKR 1,000 million. The tenor is up to six months from the Issue Date, with the profit rate referenced to six-month KIBOR plus 250 basis points. Profit and principal are scheduled for realization in a single settlement at maturity as a bullet payment. Structural protections include a Sukuk Payment Account, requiring staged pre-funding of principal in four equal weekly tranches prior to maturity.

The issue is unsecured, privately placed short-term Sukuk structured under Wakala-tul-Istithmar.

The Instrument is not secured but structured, which provides comfort against 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 into the SPA on a weekly basis, in the first, second, and third weeks. In the fourth and final week, the Company shall deposit the remaining one-fourth of the principal amount along with the final profit payment. 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.