Pakistan Mortgage Refinance Company Limited ("PMRC" or the "Company") is an unlisted public limited company incorporated in Pakistan on May 14, 2015 under the provisions of the Companies Act, 2017 (previously the Companies Ordinance, 1984). The Finance Division, Government of Pakistan (GoP), notified it as a Development Financial Institution (DFI) on October 27, 2017, and the State Bank of Pakistan (SBP) granted the certificate for commencement of business on June 12, 2018. The Company was established to address the shortage of housing finance in the Country by providing long-term liquidity and fixed-rate funding to primary mortgage lenders, improving affordability, and developing the mortgage and capital markets (including Islamic assets). It also acts as Trustee of the Credit Guarantee Trust (CGT), set up by the Government of Pakistan to provide credit guarantees for low-income housing finance. The registered office of PMRC is at Finance & Trade Center, Shahrah-e-Faisal, Karachi.

PMRC’s ownership structure is diversified among the GoP, Commercial Banks, and a multilateral development finance institution, providing the Company with strong strategic backing. The Ministry of Finance is the largest shareholder with a 28.86% stake, while the International Finance Corporation (World Bank Group) holds 12.02%. Commercial banks collectively hold ~59% of the equity, comprising National Bank of Pakistan (14.43%), Habib Bank Limited (HBL) and United Bank Limited (UBL) 12.02% each, Askari Bank Limited (AKBL) and Bank Alfalah Limited (BAFL) 7.22% each, Allied Bank Limited (ABL) 4.81%, Bank Al Habib Limited (BAHL) 1.21%, and Bank Makramah Limited (BML) 0.04%. House Building Finance Company (HBFC) holds the remaining 0.16% stake. The diversified ownership base, comprising key financial institutions and the Government, provides PMRC with strategic support and strengthens its business franchise.

PMRC’s governance framework is considered strong, it comprises ten members, including six non-executive nominee directors representing NBP, HBL, BAFL, AKBL, the Ministry of Finance, and IFC, three independent directors, and the Managing Director/CEO. Mr. Fouad Farrukh (Chairman, NBP Nominee) brings around 30 years of banking experience across retail, corporate, risk, and Islamic banking. He currently leads NBP’s Aitemaad Islamic Banking Group and previously headed Islamic and Retail Banking at Faysal Bank. He holds an MBA from LUMS. Mr. Risha Mohyeddin (Non-Executive Director, HBL Nominee) is the Global Treasurer of HBL and has previously served as Regional Treasurer at Barclays, Dubai, and Country Treasurer at Citibank Pakistan. Ms. Mehreen Ahmed (Non-Executive Director, Bank Alfalah Nominee) is Group Head Retail Banking at Bank Alfalah and has over 25 years of banking experience. She holds an MBA from IBA. Mr. Masroor Omar (Non-Executive Director, Askari Bank Nominee) is Country Head, Consumer Banking at Askari Bank and brings nearly three decades of banking experience. Mr. Ahmed Taimoor Nasir (Non-Executive Director, Ministry of Finance Nominee) is Joint Secretary, Internal Finance Wing, with over 30 years of public sector experience. Ms. Sadia Khan (Non-Executive Director, IFC nominee) is a governance professional with over 30 years of experience and previously served as Commissioner at SECP and CEO of PICG. Ms. Sonia Karim (Independent Director) is COO of Maxim Agri and founder/CEO of Zaraee, with prior experience heading the power division of Nishat Chunian Group. Mr. Mubashar Maqbool (Independent Director) is a senior banker with over 30 years of experience, including serving as MD of Pak Kuwait Investment Company and CEO of HBL UAE. Mr. Moazzam Iftikhar Ahmed (Independent Director) is CEO and co-founder of Dynamic Resources (CashNowT), with over 25 years of experience in supply-chain and development finance, including 14 years with IFC. The Board exercises oversight of management policies and the Company’s operations through four committees, namely, (i) Audit Committee, (ii) HR Committee, (iii) Risk Committee, and (iv) Corporate Governance & Nominations Committee. PMRC has voluntarily adopted the SECP Code of Corporate Governance, while Board performance is evaluated with the support of the Pakistan Institute of Corporate Governance. Shariah compliance is overseen by an independent two-member Shariah Board. The internal control framework is aligned with SBP guidelines, with the Board having endorsed management’s statement on internal controls. M/s A.F. Ferguson & Co., Chartered Accountants, external auditors of the Company, are classified in Category ‘A’ by SBP and have a satisfactory QCR rating. The auditors issued an unqualified opinion on the financial statements for CY25.

The management team comprises qualified individuals with experience in their respective fields. The Company is led by Mr. Raheel Qamar Ahmad (MD/CEO), who joined on May 11, 2026. He has over 30 years of leadership experience across corporate, investment and Islamic banking, with senior positions at Standard Chartered Bank, Allied Bank, United Bank Limited, Pak Libya Holding Company, Mashreq Bank and OLP Modaraba. He holds an MBA from the Illinois Institute of Technology, Chicago, and a degree in Mechanical Engineering from UET Lahore. He is a former Chairman of the Non-Banking Finance and Modaraba Association of Pakistan, a former Vice President of the Asian Financial Services Association, and sits on the Boards of AWT Investments Limited and the Professional Education Foundation. Mr. Muhammad Omair Yousuf Farooqi (CFO & Group Head Operations), an FCA, has been with PMRC since May-2019, with over 20 years of experience. Mr. Farrukh Zaheer (Head Treasury & FIs), an MBA with over 15 years of experience, joined in Sep-2019; he manages the Company's funding and the relationships with financial institutions. Mr. Syed Zafar Alam Tirmizi (Head Business & Products), an MBA from California with over 20 years of experience, has led business and product development since Jan-2024. Mr. Mehmood Uzair (Head of Risk), an MBA Finance with over 20 years of experience, has led the risk function since Sep-2023. Mr. Naved Hanif (Company Secretary & Head Corporate Affairs), an MBA Finance with over 20 years of experience, has been with PMRC since Jan-2019 and covers the company secretariat and legal function. Apart from the recent change at the helm, the team is experienced and stable, with three to seven years of tenure at PMRC.

In FY25, Pakistan’s real GDP stood at ~PKR41.0trln, reflecting real growth of ~3.2% YoY (FY24: ~2.6%). In 3QFY26, real GDP was recorded at ~PKR 31.8trln. Within the DFI sector, total assets declined by ~11.6% to ~PKR 1,396bln, primarily due to a ~17.5% contraction in investments to ~PKR 1,046bln, while advances increased by ~23.2% to ~PKR 239bln. Borrowings from financial institutions declined by ~15.3% to ~PKR 1,065bln, reflecting the unwinding of leveraged government securities positions. Net mark-up income declined by ~42.3% to ~PKR 8,123mln, while profit after tax decreased by ~51.0% to ~PKR 6,920mln. Non-mark-up income provided some support, increasing by ~51.0% to ~PKR 5,092mln. Housing finance continues to receive policy support through various government-led initiatives. The Mera Ghar – Mera Ashiana Markup Subsidy and Risk Sharing Scheme was subsequently renamed the Wazir-e-Azam Apna Ghar Program – Ghar Ho Tu Apna, while the Government of Punjab launched the Apni Chhat Apna Ghar Program. Against this backdrop, Commercial Banks’ mortgage portfolio increased by 28.9% to PKR 273.9bln in 6MCY26, whereas housing finance of MFBs declined by 13.4% to PKR 38.8bln. (Source: PACRA Sector Study & SBP Compendium). PMRC plays a specialized role in the mortgage finance market by providing long-term, fixed-rate liquidity to Partnered Financial Institutions (PFIs) against eligible mortgage portfolios. The Company operates through both conventional and Islamic modes and has a distinct policy mandate for development of the housing finance market. Its financing exposure is primarily concentrated in Commercial Banks, DFIs, MFBs, and housing finance companies. During CY25, PMRC broadened its product offering through the introduction of Women Housing Finance and Mera Ghar Mera Aashiana products, while also expanding its green/solar housing finance suite. PMRC’s financial performance remained supported by growth in the financing portfolio; however, elevated funding costs continued to weigh on margins. Mark-up earned increased by 20.3% to PKR 9.7bln in CY25 (CY24: PKR 8.1bln), while mark-up expense increased by 63.1% to PKR 6.4bln (CY24: PKR 3.9bln), as balance sheet growth was funded through borrowings. Consequently, net mark-up income declined by 20.2% to PKR 3.3bln (CY24: PKR 4.1bln). Non-mark-up income increased to PKR 142mln, supported by gains on securities of PKR 113mln. Operating expenses declined by 13.0% to PKR 635mln (CY24: PKR 731mln), keeping the cost-to-income ratio at a low 18.4%. A net reversal of credit loss allowance of PKR 54mln, compared with a charge of PKR 584mln in CY24, provided further support, with profit after tax remaining broadly stable at PKR 2.8bln. The pressure on spreads continued during 6MCY26, with net mark-up income declining by 15.6% to PKR 1.5bln (6MCY25: PKR 1.7bln), as mark-up expense increased by 21.3% against a 7.7% increase in mark-up earned. Within mark-up earned, income from loans and advances declined by 9.4% to PKR 2.1bln despite growth in the financing portfolio, while investment income increased to PKR 2.1bln (6MCY25: PKR 1.9bln). Income from bank placements and TDRs also increased to PKR 418mln (6MCY25: PKR 10mln). Non-mark-up income turned marginally negative at PKR 3mln due to losses on securities. Meanwhile, operating expenses increased by 47.1% to PKR 359mln, primarily due to a 73.3% increase in compensation expense to PKR 230mln, resulting in a higher cost-to-income ratio of 24.9% (6MCY25: 13.4%). Consequently, profit after tax declined to PKR 1.1bln (6MCY25: PKR 1.6bln). PMRC’s income remains exempt from income tax under the Second Schedule of the Income Tax Ordinance, 2001. Overall, PMRC’s profitability remains comfortable, supported by growth in the financing portfolio and its policy-driven franchise. However, margins remain exposed to funding costs given the mismatch between the predominantly fixed-rate asset book and short-term, repricing liabilities. Sustained growth in advances, effective management of funding costs, and continued expansion of fee-based and policy-oriented activities remain important for maintaining profitability.

In CY25, PMRC’s advances portfolio increased by 17.1% to PKR 40.4bln (CY24: PKR 34.5bln). The portfolio remained concentrated in Sindh at 62.2% (CY24: 66.3%), followed by Punjab at 37.9% (CY24: 34.6%). The Islamic component continued to increase, reaching 56.8% (CY24: 53.7%) and further to 58.8% as of 6MCY26, comprising entirely Musharakah-based structures.  As of 6MCY26, advances increased to PKR 44.1bln, with the Islamic financing portfolio standing at PKR26.4bln. Financing is extended with full recourse to PFIs, with no direct retail borrower exposure. Asset quality remained satisfactory, with non-performing advances declining to PKR 1.1bln (CY24: PKR 1.3bln), resulting in an infection ratio of 2.6% (CY24: 3.6%). As of 6MCY26, non-performing advances further declined to PKR 1.0bln, with the infection ratio improving to 2.2%, while credit loss allowance provided coverage of 86.3%. Total credit loss allowance of PKR 892mln provided coverage of 84.3% of non-performing advances (CY24: 73.6%). As of CY25, the composition of the loan portfolio reflected an increase in the proportion of exposure to commercial banks to 92.0% (CY24: 88.3%). Financing to microfinance banks and other financial institutions decreased to 4.3% (CY24: 7.1%) while lending to Development Financial Institutions also declined to 3.7% (CY24: 4.6%). While asset quality remains contained, exposures to MFBs and housing finance companies serving low- and middle-income borrowers remain comparatively sensitive to macroeconomic conditions. PMRC’s investment portfolio is predominantly placed in Government of Pakistan securities, providing a liquid asset buffer. Investments increased to PKR 42.2bln (CY24: PKR 27.4bln), representing a significant portion of total assets, with the portfolio comprising predominantly Federal Government securities. As of 6MCY26, investments increased further to PKR 55.7bln, with Federal Government securities constituting the bulk of the portfolio. The portfolio remained short-duration, limiting interest rate sensitivity; however, the negative repricing gap within three months exposes margins to a faster increase in funding costs relative to asset yields. The funding profile shifted towards short-term wholesale sources during CY25, in line with balance sheet expansion. Total borrowings, excluding subordinated debt, increased to PKR 62.1bln (CY24: PKR 41.4bln), primarily comprising repo and Bai Muajjal financing. Deposits from financial institutions through Certificate of Investments (COIs) increased to PKR 10.2bln (CY24: Nil), while subordinated debt stood at PKR 2.8bln. As of 6MCY26, total borrowings increased further to PKR 66.9bln, excluding subordinated debt, while deposits from financial institutions stood at PKR 12.8bln and subordinated debt at PKR 2.8bln. The Company maintains a sizeable liquid asset buffer and established relationships with sponsor Banks; however, reliance on short-term wholesale funding remains a key liquidity consideration. Capitalization remained strong, supported by retained earnings and the low risk-weighted nature of the asset base. Equity increased by 14.6% to PKR 15.4bln (CY24: PKR 13.4bln), while the Capital Adequacy Ratio (CAR) stood at 81.7% (CY24: 92.2%), with CET1 and Tier 1 ratios at 79.4% (CY24: 89.9%), comfortably above the minimum requirement of 11.5%. As of 6MCY26, equity stood at PKR 15.3bln, broadly in line with CY25 levels, while the CAR stood at 89.3%. The high capital ratios are supported by the relatively low risk weights assigned to the Company’s government securities and Bank exposures.

Pakistan Mortgage Refinance Company Limited intends to issue a long-term, rated, secured, privately placed Sukuk ("PP Sukuk" or the "Instrument") of up to PKR 3.0bln. (i) the Instrument will have a tenor of up to 1.5 years from the issue date, with investment redemption through a single bullet payment at expiry of the tenor. Profit will be payable quarterly in arrears at a rate of Base Rate plus 20bps per annum, subject to a floor of 5% and a cap of 30%, (ii) the proceeds will be utilized to meet the Company’s business funding requirements for pre-financing/refinancing of mortgage portfolios, (iii) the Mandated Lead Arranger and Advisor (MLAA) is yet to be finalized, while the Instrument will be placed with the MLAA(s) and/or other qualified institutional buyer(s) participating/investing in the Facility, and (iv) the Instrument will be secured through a first exclusive hypothecation charge over Shariah-compliant specific receivables of the Company, with a 10% margin. Temporary shortfalls may be secured through lien marking on Shariah-compliant saving accounts, term deposits, GoP Sukuk, etc.

The PP Sukuk will constitute a senior, secured obligation of PMRC. The Instrument will rank senior to subordinated obligations and shareholders’ equity. The detailed ranking and sharing arrangements with respect to PMRC’s other secured and unsecured obligations will be subject to the terms of the definitive transaction and security documents.

Credit enhancement is primarily derived from the standing of PMRC’s shareholders, including the Government of Pakistan, IFC, and eight leading banks, as well as the Company’s strong capitalization, which provides an additional buffer for creditors.