Transmision of Quarterly report for the Period Ended 2025-03-31

Company Information Directors' Report (English) Directors' Report (Urdu)

Condensed Interim Balance Sheet Condensed Interim Profit and Loss Account

Condensed Interim Statement of Comprehensive Income Condensed Interim Statement of Changes in Equity Condensed Interim Cash Flow Statement

Notes to the Condensed Interim Financial Statements

2

3

4

5

6

7

8

9

10

page 1

BOARD OF DIRECTORS Bankers

Non Executive Directors AI-Baraka Bank (Pakistan) Limited

Chairman Askari Bank Limited, Islamic Banking

Mr. Zia Zakaria Faysal Bank Limited, Barkat Islamic Banking Habib Bank Limited, Islamic Banking

Directors MCB Bank Limited, Islamic Banking

Mr. Abdul Aziz Ayoob Meezan Bank Limtied

Mr. Noor Zakaria National Bank of Pakistan

Mr. Abdul Rahim Suriya, Independent United Bank Limited - Islamic Banking Mr. Tausif llyas, Independent NRSP Microfinance Bank Limited Barrister Naheed Shiraz Merchant, Independent

Auditors

Executive Directors Russell Bedford Rahman Sarfaraz Rahim Iqbal Rafiq

Chief Executive Chartered Accountants Mr. Zainuddin Aziz

Shariah Advisor

Chief Financial Officer Al Hamd Shariah Advisory Services (Pvt.) Ltd. Mr. Umair Rafiq

Legal Advisor

Company Secretary Mr. Sufyan Zaman Mr. Roofi Abdul Razzak Advocate High Court

Board Audit Committee - Chairman Mr. Abdul Rahim Suriya - Chairman Mr. Tausif llyas - Member

Mr. Zia Zakaria - Member

HR & Remuneration Committee

Share Registrar (Share Registration Office) FAMCO Share Registration Services (Private) Limited 8-F, Near Hotel Faran, Nursery, Block-6

P.E.C.H.S, Shahra-e-Faisal, Karachi Tel: +92 21 3438 0103-5, 3438 4621-3

Fax: 3438 0106

Mr. Tausif llyas - Chairman

Mr. Zainuddin Aziz - Member Registered Office

Mr. A. Aziz Ayoob - Member 96-A, Sindhi Muslim Cooperative

Housing Society, Karachi

Contact Details

Telephone : 34558268; 34552943; 34553067

Fax : 34553137

Webpage : https://www.fanm.co Email : info@fanm.co

page 2

REPORT OF THE DIRECTORS OF MODARABA COMPANY

For the Nine Months Ended March 31, 2025

On behalf of Board of Directors of AI-Noor Modaraba Management (Private) Limited, the "mudarib/management company" of First AI-Noor Modaraba (FAM), we are pleased to present the unaudited Financial Statements of the Modaraba for the nine months ended March 31, 2025:

March 31, March 31,

2025 2024

(Loss)/Profit before taxation Taxation & Levies

Profit after Taxation

Components of Other Comprehensive Income Surplus transferred to accumulated losses Transfer to Statutory Reserve

Unappropriated profit/(loss) brought forward Unappropriated profit/(loss) carried forward

(2,010,752)

(3,441,018)

(5,451,770)

1,340,614

(51,798,585)

(55,909,741)

(0.24)

5,304,341

(2,224,703)

3,079,638

(49,853,576)

(46,773,938)

0.13

For the nine-month period, a net loss after tax was reported of Rs. 5.452 million, compared to a net profit of Rs. 3.080 million in the same period last year. In light of the ongoing economic improvement, management is confident that the current periodical loss will be translated into comprehensive gains by the end of the Financial Year ending June 30, 2025.

On behalf of the Board

sd/-

Chief Executive/Director

Dated : April 26, 2025 Place : Karachi

page 3

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

AS AT MARCH 31, 2025

2025 2024

Note .... Rupees ....

ASSETS

Current assets

Cash and bank balances Short term investments Musawammah Facility Stock In Trade

Profit receivable

Diminishing musharakah receivable

Advances, deposits, prepayments and other receivables Taxation

4

5

6

7

240,327,065

225,813,747

Non - current assets Long term deposits Long term investments

Diminishing musharakah financing Deferred tax

Fixed assets

8

10

24,174,666 43,303,072

TOTAL ASSETS

264,501,731

269,116,819

CERTIFICATE HOLDERS' EQUITY

Authorised certificate capital

400,000,000

400,000,000

Issued, subscribed, and paid - up certificate capital Reserves

Accumulated losses

11

12

231,000,000

77,362,662

(55,909,741)

252,452,921

231,000,000

77,362,662

(51,624,116)

256,738,546

Deficit on revaluation of investments

13

(537,695)

(806,226)

LIABILITIES AND CERTIFICATE HOLDERS' EQUITY

Non - current liabilities Deferred Liability-Staff Gratuity

19

4,524,448

6,536,176

Current liabilities

Creditors, accrued and other liabilities Provision for custom duty & surcharge Unclaimed profit distributions

14

15

TOTAL LIABILITIES

2,554,069

4,398,842

1,109,146

8,062,057

12,586,505

13,184,499

TOTAL LIABILITIES AND CERTIFICATE HOLDERS' EQUITY

264,501,731

269,116,819

Contingencies and commitments

21

The annexed notes from 1 to 23 form an integral part of these condensed interim financial statements.

For AI-Noor Modaraba Management (Private) Limited (Management Company)

sd/-

Chief Executive Officer

sd/-

Chief Financial Officer

sd/-Director

sd/-Director

page 5

CONDENSED INTERIM PROFIT AND LOSS ACCOUNT (UN-AUDITED)

For the Nine Months and Three Months Period Ended March 31, 2025

Nine months ended

March 31,

Quarter ended

March 31,

2025 2024 2025 2024

Note ............................. Rupees .............................

The annexed notes from 1 to 23 form an integral part of these condensed interim financial statements.

For Al-Noor Modaraba Management (Private) Limited (Management Company)

sd/-

Chief Executive Officer

sd/-

Chief Financial Officer

sd/-Director

sd/-Director

page 6

For the Nine Months and Three Months Period Ended March 31, 2025

Nine months ended March 31,

Quarter ended March 31,

2025 2024 2025 2024

............................. Rupees .............................

Profit after taxation

(5,451,770) 3,079,638 (4,976,249)

26,213

Components of other comprehensive income reflected in equity

Items that will not be reclassified subsequently profit and loss account

Share of other comprehensive income of associate -incremental depreciation

Impact of deferred tax Other Comprehensive loss

Total comprehensive income / (loss) for the period transferred to equity

584,523

(87,678)

496,845

124

124

(5,451,770)

3,079,638

(4,479,404)

26,337

The annexed notes from 1 to 23 form an integral part of these condensed interim financial statements.

For AI-Noor Modaraba Management (Private) Limited (Management Company)

sd/-

Chief Executive Officer

Chief Financial Officer

Director

sd/-Director

page 7

For the Nine Months Ended March 31, 2025

- --- --- Rupees - --- --- --- --- --- - -- - --

(

(

(

(

The annexed notes from 1 to 23 form an imegral pan of these condensed interim financial statements.

For AI-Noor Modaraba Management (Private) Limited (Management Company)

sd/-

Chief Executive Officer

sd/-

Chief Financial Officer

sd/-Director

sd/-Director

page 8

CONDENSED INTERIM CASH FLOW STATEMENT (UN-AUDITED)

For the Nine Months Ended March 31, 2025

(Un-Audited) (Un-Audited) March 31, March 31,

2025 2024

Note .... Rupees ....

The annexed notes from 1 to 23 form an integral part of these condensed interim financial statements.

For Al-Noor Modaraba Management (Private) Limited (Management Company)

sd/-

Chief Executive Officer

sd/-

Chief Financial Officer

sd/-Director

sd/-Director

page 9

For the Nine Months Ended March 31, 2025

1. LEGAL STATUS AND NATURE OF BUSINESS

   The First Al-Noor Modaraba (the Modaraba) was formed under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 and the rules framed thereunder and is managed by Al-Noor Modaraba Management (Pvt.) Limited, a company incorporated in Pakistan. The address of its registered office is 96-A, Sindhi Muslim Housing Society. The Modaraba was floated on October 19, 1992 and commenced its business on November 02, 1992.

   The Modaraba is a perpetual, multi purpose and multi dimensional Modaraba and is primarily engaged in providing Ijarah financing, Musharikah, Diminishing musharkah, Murabaha, Musawamah,Equity investment and other Shari"ah compliant trading activities. The Modaraba is listed on the Pakistan Stock Exchange (PSX).

2. BASIS OF PREPARATION
   1. Statement of compliance

      These condensed interim financial statements of the Modaraba for the nine months period ended 31 March 2024 has been prepared in accordance with the accounting and reporting standards as applicable in Pakistan. The accounting and reporting standards applicable in Pakistan comprise of:

      International Accounting Standard (IAS)-34, 'Interim Financial Reporting' issued by the International Accounting Standard Board (IASB) as notified under the Companies Act 2017;

      Provisions of and directions issued under the Companies Act 2017;

      Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, Modaraba Companies and Modaraba Rules, 1981 and Prudential Regulation for Modarabas; and

      Islamic FinancialAccounting Standards (IFAS) issued by the Institute of Chartered Accountants of Pakistan (ICAP) as notified under the Companies Act 2017.

      The SECP has issued directive (vide SRO 431 (I) / 2007 dated May 22, 2007) that Islamic Financial Accounting Standard 2 (IFAS 2) shall be followed in preparation of the financial statements by Companies and Modarabas while accounting for Lease Financing transactions as defined by the said standard. The Modaraba has adopted the said standard.

      Where the provisions of and directives issued under the Companies Act 2017, the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, Modaraba Companies and Modaraba Rules 1981 and Prudential Regulations for Modarabas differ with the requirements of IAS 34 and IFAS, the provisions of and directives issued under the Companies Act 2017, the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, Modaraba Companies and Modaraba Rules 1981 and Prudential Regulations for Modarabas have been followed.

      FIRST AL - NOOR MODARABA

      page 10

      3rd QUARTERLY REPORT
      
      
      NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UN-AUDITED)

      For the Nine Months Ended March 31, 2025

      Where the provisions and directives issued under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, Modaraba Companies and Modaraba Rules, 1981 and Prudential Regulation for Modarabas differ from Companies Act 2017, the Modaraba Companies and Modaraba (Floatation and ControI)Ordinance, 1980, Modaraba Companies and Modaraba Rules, 1981 and Prudential Regulation for Modarabas shall prevail.

      1. The interim financial statements do not include all the information and disclosures required for full annual financial statements and should be read in conjunction with the annual audited financial statements of the Modaraba as at and for the year ended June 30, 2024.

      2. These condensed interim financial statements comprises of the condensed interim balance sheet as at March 31, 2024 and the condensed interim profit and loss account & condensed interim statement of comprehensive income, condensed interim cash flow statement and condensed interim statement of changes in equity and the notes forming part thereof for the nine months ended March 31, 2025.

      3. These interim financial statements are unaudited but subject to limited scope review by the external auditors as required by the Code of Corporate Governance and are being submitted to the certificate holders as required under Rule 10 of the Modaraba Companies and Modaraba Rules, 1981.

   2. Basis of measurement

      These condensed interim financial statements have been prepared under the historical cost convention except as stated otherwise in these condensed interim financial statements.

   3. Functional and presentation currency

      These condensed interim financial statements are presented in Pakistani Rupees which is also the Modaraba's functional and presentation currency.All amounts have been rounded to the nearest rupee, unless otherwise indicated.

   4. Significant accounting estimates and judgements

In preparing these condensed financial statements management has made judgements, estimates and assumptions that affect the application of the Modaraba's accounting policies and the reported amounts of assets, liaibilites, income and expenses. Actual results may differ from these estimates.

The significant judgements made by the management in applying the Modaraba's accounting policies and the key sources of estimating the uncertainty were the same as those that apply to the audited annual financial statements as at and for the year ended June 30, 2024.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies adopted for the preparation of these condensed interim financial statements are the same as those applied in the preparation of annual audited financial statements for the year ended June 30, 2024 except for the adoption of the following new and amended standards, which became effective for the current period:

page 11

For the Nine Months Ended March 31, 2025

Standards

IFRS 3 Definition of a Business (Amendment to IFRS 3)

IAS 1 and IAS 8 Definition of Material (Amendment to IAS 1 and IAS 8)

January 1, 2020

January 1, 2020

IFRS 9, IAS 39 and IFRS 7 Investment rate benchmark Reform

(Amendment to IFRS 9 IAS 39 and IFRS 7) January 1, 2020

The adoption of the above standards and amendments are not expected to have any material impact on the Modaraba's condensed interim financial statements.

(Un-audited) Audited

March 31, June 30,

2025 2024

Note ---------------Rupees-------------

4 CASH AND BANK BALANCES

With banks in current accounts

(Un-audited) Audited

March 31, June 30,

2025 2024

Note ---------------Rupees-------------

Shariah compliant

Non Shariah Compliant Listed Equity Securities 1,286,015

37,494,175 38,799,648

page 12

For the Nine Months Ended March 31, 2025

5.1.1 Shahriah Compliant listed equity securities - 'at fair value through profit or loss'

(Ordinary shares have a face value of Rs.10/- each unless stated otherwise).

Airlink Communication Limited Netsol Technologies Limited Octopus Digital Limited Avnceon Limited

SYS

10,000

2,500

55,000

7,500

1,500

1,849,404

401,914

4,068,627

453,732

30,585

6,804,262 5,658,900

Miscellaneous

Fast Cables Limited 3,000

TPL Tracker Limited 15,000

Biafo Industries Limited 22,500

Millat Tractors Limited 1,500

6,035,700

4,889,655

Total

40,359,737 37,494,175

page 13

For the Nine Months Ended March 31, 2025

March 31, June 30,

2025 2024

1. MUSAWAMAH FACILITY - SECURED

   Musawamah facility - secured considered doubtful 20,440,000 20,620,000 Less: provision against potential losses (20,440,000) (20,620,000)

   6.1

   March 31, 2025 (Un-audited)		June 30, 2024 Audited
   Balance Outstanding	Provision held	Balance Outstanding	Provision held

   1. Musawamah facility (Classified portfolio) -------------(Rupees)----------

      OAEM

      Substandard Doubtful Loss

      20,440,000 (20,440,000) 20,620,000 (20,620,000)

      20,440,000 (20,440,000) 20,620,000 (20,620,000)

   2. This represents musawamah principal amount overdue by more than one year carried profit rate of 10% (June 30, 2024: 10%) per annum secured against hypothecation of current assets, demand promissory notes, personal guarantee of directors and pledge of stocks (raw cotton). Mls Quetta Textile Mills Limited has defaulted in payment at its maturity therefore the Modaraba has filed a suit for recovery of principal and profit in Honorable Banking Court No.II amounting to Rs. 25.79 million.

      Further, Modaraba has also filed for registration of criminal complaint against Mls Quetta Textile Mills Limited.

      M/s Quetta Textile has filed a suit against Modaraba for the recovery of Rs. 76,898,349 along with damages, rendition of accounts, reconciliation of documents, cancellation of documents and other reliefs under section 9 of the Financial Institutions ( Recovery of Finances) Ordinance 2001.

      During the year ended June 30, 2022 Quetta Textiles Mills Limited approached the Modaraba for out of court settlement. In June 2022 the settlement agreement had been agreed and was submitted to honorable banking court and the respective order dated August 16, 2022 has been passed by the court. Effectively the agreed repayment has been executed and the payment of Rs. 4.56 Million has been recieved by the Modaraba.

2. TAXATION

   1. The income of the Modaraba, not being trading income, is exempt from tax subject to the condition that not less than ninety per cent of its total profits in the year as reduced by the amount transferred to a mandatory reserve, required under the provisions of Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXI of 1980) are distributed amongst the shareholders.

page 14

For the Nine Months Ended March 31, 2025

Note ---------------Rupees--------------

Diminishing musharka financing

Less: Provision in respect of Diminishing Musharaka

2,356,830

7,314,299

Less: Current portion

8.1 These carry profit rate ranging from 9.00% to 18.50% (June 30, 2024: 9.22% to 15.50%) per annum and are repayable on monthly basis over a maximum period of five years.The financing is secured by way of personal guarantees of the parties and ownership of vehicles.

Note ---------------Rupees--------------

Investment in Associates

At fair value through other comprehensive income

Shariah compliant Equity securities-listed Mutual funds-listed

9.1

9,602,710

9,835,455

9.2

9.3

3,134,332

-3,134,332

2,719,460

13,756,444

16,475,904

At Amortised Cost

Investment in Sukuk Certificates 9.4 5,000,000 10,000,000

page 15

For the Nine Months Ended March 31, 2025

9.2 Shahriah Compliant listed equity securities - 'at fair value through other comprehensive income'

(Ordinary shares have a face value of Rs.10/- each unless stated otherwise).

9.3 Investments made in sukuk certificates of Meezan Bank Pakistan Limited, carrying profit of six months of KIBOR to spread of 1.25% (June 30, 2024: KIBOR to spread of 1.25%); these will mature by year 2025.

JVef hook value

page 16

For the Nine Months Ended March 31, 2025

1. CERTIFICATE CAPITAL
   1. Authorised certificate capital

      (Un-audited) Audited (Un-audited) Audited

      March 31, June 30, March 31, June 30,

      2025 2024 2025 2024

      ----Number of certificates---- ------------Rupees------------

      40,000,000 40,000,000 Modaraba certificates of Rs. 10 each 400,000,000 400,000,000

      11.2	Issued, subscribed and paid - up certificate capital
      	(Un-audited) Audited March 31, June 30, 2025 2024	(Un-audited) March 31, 2025	Audited June 30, 2024

      ----Number of certificates---- ------------Rupees------------

      20,000,000		20,000,000	Modaraba certificates of Rs. 10	200,000,000		200,000,000
      1,000,000		1,000,000	each fully paid in cash Issued as Bonus Certificates	10,000,000		10,000,000
      2,100,000		2,100,000	Issued as Bonus Certificates	21,000,000
      23,100,000		23,100,000		231,000,000		210,000,000

      11.3 As at March 31, 2025, First Al-Noor Modaraba Management (Private) Limited (the Management Company and a related party) held 4,620,000 certificates (June 2024: 4,620,000 certificates), as required under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980.

2. STATUTORY RESERVE

   Statutory reserves include statutory reserves which represent profits set aside by the Modaraba to comply with the requirements of the Modaraba Regulations, 2021 issued by the SECP.

3. DEFICIT ON REVALUATION OF INVESTMENTS

- Classified As 'FVTOCI'

Market value of investments Less: cost of investments Impact of deferred tax

March 31, June 30,

2025 2024

12,737,042 16,475,903

(13,274,737) (17,347,499)

65,370

(537,695) (806,226)

Deficit on revaluation at the beginning of the period (806,226) (2,215,042)

Deficit/(Surplus) transferred to accumulated losses 1,609,145 (1,143,968) Deficit / (Surplus) on revaluation during the period (1,340,614) 2,552,784

268,531 1,408,816

page 17

For the Nine Months Ended March 31, 2025

14.1 The Finance Act 2008, introduced an amendment to the Worker's Welfare Fund Ordinance, 1971 (WWFOrdinance). Through these amendments Workers Welare Fund (WWF) was payable @ 2% of the profit before taxation or taxable income whichever is higher. The legality of the above amendments were challenged in Sindh, Lahore and Peshawar High Courts. Due to variable judgments from the aforesaid Courts, the matter was forwarded to the Honorable Supreme Court of Pakistan. The Honorable Supreme Court has decided the matter on November 10, 2016, and Para 21 of its judgment states that the levy of WWF is in the nature of fee and the law could not be the amended by the money bill and as such amendments made in the year 2006 and 2008 are unlawful.

ultravires to the Constitution. In terms of judgment by the Honorable Supreme Court of Pakistan, WWF under WWF Ordinance, is no more payable by the Modaraba and provision made against WWF up till June 30, 2014 is reversed during the period.

Subsequently the Sindh Assembly passed a bill on May 4, 2015 and notified Sindh Worker's Welfare Act 2014 on June 4, 2015. As per the said Act the applicability of the Sindh Workers Welfare Fund is effective from the financial year of the entities ended on or after December 31,2013. Accordingly, provision has been made at the rate of 2% of profit before taxation or taxable income, whichever is higher, effective after June 30, 2014.

--------------Rupees-------------

1. PROVISION FOR CUSTOM DUTY & SURCHARGE

   Custom duty / surcharges 15.1 4,398,842 4,398,842

   FIRST AL - NOOR MODARABA

   page 18

   3rd QUARTERLY REPORT
   
   
   NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UN-AUDITED)

   For the Nine Months Ended March 31, 2025

   1. In a suit filed with the Honorable High Court of Sindh in the year 1994 - 95, Modaraba has disputed the amount of duty and surcharge levied by the Collector of Customs on import of 1,901.472 metric tons of edible oil imported from Singapore . The Honorable High Court rejected the appeal and ordered to deposit amount for the disputed amount of duty. The Modaraba has filed an appeal in the Honorable Supreme Court against the decision of the Honorable High Court. The Honorable Supreme Court in its interim order allowed the Modaraba to get release of goods for which Modaraba has provided bank guarantee of Rs. 4.4 million against 10% cash margin and hypothecation charge on current assets until the matter is decided. The Modaraba, however, has fully provided for the duty and surcharge of Rs. 4,398,842, as claimed by the Collector of Customs.

2. CONTINGENCIES AND COMMITMENTS
   1. Contigencies

      Details of contingencies regarding Provision for Sindh Workers' Welfare Fund, Musawamah facility litigation against Quetta Textile Mills Limited and Provision for Custom Duty and Surcharge are disclosed in notes 14.1, 15.1 and 16.1.1 respectively.

      1. PROVISION FOR SERVICE SALES TAX ON MANAGEMENT COMPANY'S

         REMUNERATION

         The Sindh Revenue Board (SRB) has imposed Sindh Sales Tax (SST} on the Modaraba Management Company's remuneration with effect from 01 November 2011. However, certain modaraba management companies have approached the Honorable Sindh High Court (the Court) and Appellate Tribunal of SRB, challenging the levy of SST on management company's remuneration. The Modaraba Management Company has not received any demand notice from SRB for payment of SST on Management Company's remuneration and accordingly, based on legal advisor's opinion, can neither file any petition challenging the levy of SST on Management Company's remuneration nor can join the proceedings of pending petition in the Court. As a matter of abundant caution the management is accruing SST on Management Company's remuneration and will discharge the liability on direction of the Court based on outcome of the petition filed by other modaraba management companies.

   2. Commitments

There are no commitments as at March 31, 2025 (June 30, 2024: Nil).

page 19