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 revenue growth (~171% YoY in 9MFY25) and solid profitability (~132% 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 ~46% (vs. ~70% in FY24) and operating margin to ~36% (vs. ~58%), 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 reduced contribution from non-operating income and greater dependence on operational efficiency. Although ZAL benefits from operating leverage, a tech-centric cost base, and a 10-year STZA tax exemption, sustaining current profitability will depend on effective cost management as the Company scales into logistics, agri-processing, and regional markets.

Zarea Limited maintains a very low financial risk profile, supported by strong working capital efficiency, strong cash flows, and minimal leverage. Trade receivable days improved to ~47 (vs. ~87 in Jun’24), compressing the working capital cycle to ~46 days, which strengthens liquidity and cash conversion. Payables remain negligible (average 1 day), reflecting upfront settlement aligned with its digital-first model. Free Cash Flow from Operations grew ~54% in 9MFY25, underscoring strong internal cash generation, though normalizing from the FY24 surge. The balance sheet is predominantly equity-funded (equity-to-asset ratio ~97.8%), with only ~PKR 31m in long-term debt and ~PKR 13m in short-term facilities, resulting in a debt-to-equity ratio of ~2.1%. This conservative capital structure provides significant financial flexibility, resilience against stress scenarios, and strong creditor protection. ZAL’s negligible debt burden and capital-light model reduce exposure to financing risks, though reliance on internal funds may limit future expansion if large-scale capital investment is required.

The proposed Sukuk is a Shariah-compliant, privately placed, unsecured, short-term facility structured under Musharakah (Shirqat ul Aqd) with an issue size of PKR 1,000 million. The tenor is six months from the Issue Date, with the profit rate referenced to six-month KIBOR plus 125 basis points. Profit and principal are scheduled for realization in a single settlement at maturity. 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 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 61 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.