2025
FIRST AL-NOOR MODARABA
CONTENTS
Company Information 2
Vision and Mission Statement 3
Vertical Analysis 4
Horizontal Analysis 5
Key Financial Data 6
Chairman's Review (English) 7
Chairman's Review (Urdu) 8
Directors' Report to the Members (English) 9
Directors' Report to the Members (Urdu) 20
Shariah Advisor's Report (English) 21
Shariah Advisor's Report (Urdu) 22
Independent Assurance Report on Compliance with Shariah Governance Regulations 2023 23
Gender Pay Gap Statement 25
Terms of Reference of Audit Committee 26
The Terms of Reference of Human Resource & Remuneration Committee 27
The Terms of Reference of Modaraba Management Committee 27
Statement of Compliance with the Code of Corporate Governance 28
Independent Auditors' Review Report to the Certificate Holders 31
Independent Auditors' Report on the Audit of the Financial Statements 33
Statement of Financial Position 37
Statement of Profit or Loss Account 38
Statement of Comprehensive Income 39
Statement of Changes in Equity 40
Cash Flow Statement 41
Notes to the Financial Statements 42
Pattern of Certificate Holding 77
Notice of Annual Review Meeting (English) 79
Notice of Annual Review Meeting (Urdu) 83
COMPANY INFORMATIONBOARD OF DIRECTORS
Non Executive DirectorsChairman
Mr. Zia Zakaria
Directors
Mr. Noor Muhammad Zakaria Mr. Asad Ahmed Mohiuddin Mr. Tausif Ilyas
Barrister Naheed Shiraz Merchant Mr. Kausar Ali Fecto
Executive Directors
Chief Executive
Mr. Zainuddin Aziz
Chief Financial Officer
Mr. Umair Rafiq
Company Secretary
Mr. Roofi Abdul Razzak
Board Audit Committee - Chairman
Mr. Noor Muhammad Zakaria - Chairman
Mr. Zia Zakaria - Member
Mr. Asad Zakaria - Member
HR & Remuneration Committee
Mr. Tausif Ilyas - Chairman
Mr. Zainuddin Aziz - Member
Mr. Noor Muhammad Zakaria - Member
Modaraba Management Committee
Mr. Zainuddin Aziz - Chairman
Mr. Zia Zakaria - Member
Barrister Naheed Shiraz Merchant - Member Mr. Asad Ahmed Mohiuddin - Member
Bankers
AI-Baraka Bank (Pakistan) Limited Askari Bank Limited, Islamic Banking
Faysal Bank Limited, Barkat Islamic Banking Habib Bank Limited, Islamic Banking
MIB Bank Limited, Islamic Banking Meezan Bank Limtied
National Bank of Pakistan
United Bank Limited - Islamic Banking NRSP Microfinance Bank Limited
Auditors
Russell Bedford Rahman Sarfaraz Rahim Iqbal Rafiq Chartered Accountants
Shariah Advisor
Al Hamd Shariah Advisory Services (Pvt.) Ltd.
Legal Advisor
Mr. Sufyan Zaman Advocate High Court
Share Registrar (Share Registration Office)
M/s FAMCO Associates (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
Registered Office
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
Our Vision
To become sustainable, growth oriented and efficient Modaraba, and to offer vide range of product and services catering to the need of the customers.
The Modaraba management should consider the interest of all the stake holders before making any business decision and to do that they should do concrete efforts to achieve their objectives.
Our Mission
VERTICAL ANALYSIS
BALANCE SHEET ITEMS (in %age) ASSETS | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 |
NON-CURRENT ASSETS Fixed Assets - tangible | |||||||
Long term deposits | 1.40 | 1.43 | 1.45 | 1.42 | 1.42 | 1.43 | 1.33 |
Long Term Portion of diminshing musharakah ( syndicate | ) 0.05 | 0.40 | 2.64 | 13.29 | 27.82 | 14.39 | 14.82 |
Long Term Investments | 5.67 | 13.49 | 18.36 | 6.81 | 7.52 | 10.28 | 10.69 |
Ijarah Assets | - | - | - | - | 0.37 | 2.30 | 15.07 |
Fixed Assets in own use | 0.46 | 0.40 | 0.65 | 0.81 | 0.98 | 1.35 | 1.59 |
Deferred tax asset | 0.72 | 0.38 | 0.48 | 1.24 | - | - | - |
Intangible assets (owned) | 0.05 | - | - | - | - | - | - |
CURRENT ASSETS Cash & Bank Balances | 48.69 | 34.45 | 8.73 | 35.24 | 21.75 | 3.41 | 11.71 |
Short Term investments | 15.40 | 14.42 | 10.74 | 19.55 | 10.80 | 45.22 | 4.18 |
Musawamah receivables - secured | - | - | - | - | - | - | - |
Ijarah rental receivable | - | - | - | - | 0.03 | 0.22 | 0.61 |
Receivable from diminishing musharka | - | 0.28 | 0.40 | 0.61 | 0.80 | - | - |
Trade debts | - | - | - | - | - | 1.28 | |
Stock in trade | 24.82 | 29.23 | 41.99 | - | - | - | 18.68 |
Advances, Deposits, Prepayments & Other Receivables | 2.13 | 2.11 | 1.14 | 1.15 | 8.97 | 3.48 | 5.94 |
Current portion of investment in Sukuk Certificates | - | - | - | - | 0.13 | 0.27 | 0.25 |
Current portion of investment in diminishing musharakah | 0.44 | 2.32 | 11.60 | 18.61 | 17.22 | 15.28 | 11.80 |
Income tax refundable/paid in advance | - | 0.26 | 1.33 | 1.00 | 1.89 | 2.15 | 1.63 |
Profit Receivable | 0.17 | 0.84 | 0.49 | 0.34 | 0.29 | 0.24 | 0.39 |
TOTAL ASSETS | 100.00 | 100.00 | 100.00 | 100.08 | 100.00 | 100.00 | 100.00 |
EQUITY & LIABILITIES CAPITAL & RESERVES | |||||||
Issued, subscribed and paid up capital | 84.27 | 85.84 | 87.08 | 77.88 | 77.41 | 77.98 | 72.67 |
Reserves | 28.40 | 28.75 | 29.13 | 36.41 | 36.33 | 36.24 | 33.86 |
Accumulated loss | (18.18) | (19.18) | (19.73) | (19.34) | (20.18) | (20.09) | (19.31) |
TOTAL CAPITAL AND RESERVES | 94.49 | 95.40 | 96.49 | 94.94 | 93.56 | 94.13 | 87.23 |
Unrealised appreciation on remeasurement of investment classified as available for Sales-net | (0.27) | (0.30) | (0.84) | (1.50) | (0.85) | (1.99) | (2.56) |
NON-CURRENT LIABILITIES Security Deposits | - | - | - | - | - | 0.16 | 0.78 |
Deferred liability - staff gratuity | 2.73 | 2.43 | 1.86 | 3.40 | 2.77 | 2.77 | 3.40 |
CURRENT LIABILITIES Current maturity of security deposits | - | - | - | - | 0.21 | 1.01 | 6.05 |
Creditors, accrued and other liabilities | 1.03 | 0.42 | 0.41 | 1.12 | 2.04 | 1.88 | 3.20 |
Provision for custom duty/surcharge | 1.60 | 1.63 | 1.66 | 1.63 | 1.62 | 1.63 | 1.52 |
Unclaimed profit distributions | 0.40 | 0.41 | 0.42 | 0.41 | 0.41 | 0.41 | 0.38 |
TOTAL EQUITIES & LIABILITIES | 100.00 | 100.00 | 100.00 | 100.00 | 99.75 | 100.00 | 100.00 |
PROFIT & LOSS ACCOUNT ITEMS Profit on trading operations | 35.70 | (19.38) | 7.93 | 35.33 | - | 6.98 | 7.55 |
Income on Diminshing Musharakah ( Syndicate) | - | - | - | - | - | 6.54 | 15.21 |
Income on musawamah receivables | - | - | - | - | - | - | - |
Income on Diminshing Musharakah | 4.96 | 20.03 | 38.39 | 43.87 | 44.69 | 36.29 | 22.70 |
Income from Ijarah | - | - | - | 2.29 | 6.03 | 23.50 | 42.82 |
Reversal of provision against Musawamah Facility | 1.44 | 3.96 | 8.49 | - | - | - | - |
Income from investments | 57.89 | 95.40 | 45.18 | 18.52 | 49.28 | 26.69 | 11.71 |
Gross Revenue | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 |
Operating Expenses | (82.39) | (94.57) | (78.04) | (71.49) | (107.38) | (100.23) | (111.09) |
Impairment loss on trade debtors and other receivables | - | - | - | - | - | (10.45) | (15.45) |
Financial and other charges | (0.04) | (0.08) | (0.04) | (0.09) | (0.06) | (0.08) | (0.11) |
Other Income | 4.50 | 3.84 | 4.27 | 2.79 | 14.70 | 19.95 | 6.37 |
Unrealized loss on remeasurement of investments classified at fair value through profit & loss | (10.30) | (1.57) | (15.36) | (24.30) | (10.24) | (13.33) | (30.55) |
Share of (loss)/ profit from associates | 0.35 | 4.04 | (0.43) | 2.25 | 9.28 | 3.49 | (4.36) |
Modaraba Company's management fee | - | - | - | - | - | - | - |
Provision for workers welfare fund | (0.24) | (0.23) | (0.21) | (0.09) | (0.13) | - | - |
Taxation | (6.43) | (10.31) | (8.69) | (2.95) | (3.72) | - | - |
Profit for the year (in %age) | 5.45 | 1.12 | 1.51 | 6.13 | 2.44 | (0.65) | (55.18) |
BALANCE SHEET (%)
ASSETS 2025 2024 2023 2022 2021 2020 2019
NON-CURRENT ASSETS
Long term deposits - - - 0.00 - (0.00) -Long Term Portion of diminshing musharakah (88.21) (84.73) (80.44) (52.50) 94.76 (9.54) 5.74
Long Term Investments (57.09) (25.43) 165.29 (10.05) (26.28) (10.41) (8.99)
Ijarah Assets - - - (100.00) (83.73) (85.81) (55.38)
Fixed Assets in own use 18.32 (38.40) (20.32) (18.28) (26.74) (21.14) (22.36)
Deferred tax asset 95.17 (20.45) 100.00 - - - -
Intangible assets (owned) 100.00 - - - - - -
CURRENT ASSETS
Bank Balances 44.44 300.48 (75.64) 61.08 543.07 (72.89) 39.40
Short Term investments 9.17 36.18 (45.96) 79.93 (75.94) 908.84 (53.01)
Musawamah receivables - secured - - - - - - -Ijarah rental receivable - - - (100.00) (87.06) (66.01) (32.11) Receivable from diminishing musharka and trade debts - - (34.92) (24.98) 100.00 - -Trade Receivables - - - - - (100.00) (71.37) Stock in trade (13.23) (29.37) 100.00 - - (100.00) 100.00
Advances, Deposits, Prepayments & Other Receivables 3.02 87.62 (2.48) (87.23) 160.06 (45.49) 78.77
Current portion of investment in Sukuk Certificates - - - (100.00) (50.00) 0.00 -Current portion of investment in diminishing musharakah (80.56) (79.71) (38.68) 7.42 13.49 20.68 53.20
Income tax refundable/paid in advance (100.00) (80.27) 30.47 (47.28) (11.23) 0.23 0.11
Profit Receivable (79.45) 75.20 39.31 18.81 21.14 (42.92) 11.22
TOTAL ASSETS 2.19 1.45 (1.63) (0.59) 0.73 (6.80) (8.67) EQUITY & LIABILITIES
CAPITAL & RESERVES
Issued, subscribed and paid up capital - - 10.00 - - - -Reserves 0.62 0.10 (21.28) 0.95 (0.34) (0.26) -
Accumulated loss (3.48) (1.37) 0.35 (1.14) (2.45) (3.04) 36.95
TOTAL CAPITAL AND RESERVES (2.85) (1.27) (10.94) (0.19) (2.79) (3.29) 36.95
Deficit on revaluation of investment (9.55) (63.60) (45.34) 74.93 (56.87) (27.51) 175.69
NON-CURRENT LIABILITIES
Security Deposits - - - - (100.00) (80.30) (89.38)
Deferred liability - staff gratuity 14.45 32.53 (46.23) 22.20 0.55 (24.03) 29.91
CURRENT LIABILITIES
Islamic export refinance Musharikah Finance - Secured Murabaha Finance - secured
Current maturity of security deposits - - - (100.00) (79.44) (84.48) 92.96
Creditors, accrued and other liabilities 148.51 3.82 (63.51) (45.47) 9.23 (45.42) 7.40
Provision for custom duty/surcharge 0.33 - - - - - -Unclaimed profit distributions - - - - - - -
TOTAL EQUITIES & LIABILITIES 2.19 1.45 (1.63) (0.59) 0.73 (6.80) (8.67)
PROFIT & LOSS ACCOUNT (%) 2025 2024 2023 2022 2021 2020 2019
Profit on trading operations (334.07) (341.31) (78.95) 100.00 (100.00) 9.89 73.76
Income on diminshing musharakah ( Syndicate) - - - - (100.00) (48.83) (8.20) Income on Diminshing Musharakah (68.53) (48.51) (17.90) 37.96 8.41 90.14 1,029.94
Income from Ijarah - - (100.00) (46.76) (77.40) (34.72) (24.45)
Reversal of provision against Musawamah Facility (53.62) (54.00) 100.00 - - - -Income from investments (22.88) 108.41 128.84 (47.18) 62.55 171.03 (33.15)
Operating Expenses 10.72 19.62 2.40 (6.43) (5.68) 7.32 (3.37)
Impairment loss on trade debtors and other receivables - - - - (100.00) - -Financial and other charges (27.36) 100.79 (58.81) 101.75 (36.35) (5.54) (14.36)
Other Income 48.62 (11.17) 43.62 (73.32) (35.15) 272.72 (5,273.49)
Unrealized loss on remeasurement of investments
classified at fair value through profit & loss 732.95 (89.90) (40.71) 233.42 (32.37) (48.09) (5.48)
Share of profit / (loss) from associates 88.97 1,038.01 (117.72) (65.90) 133.91 195.18 (86.50) Modaraba Company's management fee - - - - - - (100.00) Provision for workers welfare fund 32.00 10.61 110.09 3.80 100.00 - -
Taxation and levies (20.79) 17.16 176.49 11.21 100.00 - -
Profit / (Loss) for the year 518.57 (27.02) (76.82) 252.43 432.90 (98.61) (43.56)
KEY FINANCIAL DATA SEVEN YEARS AT A GLANCEKEY FINANCIAL DATA | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 |
Figures in Million | |||||||
Total Assets | 274.86 | 269.12 | 265.26 | 269.65 | 271.27 | 269.31 | 288.96 |
Fixed Assets (owned) | 1.26 | 1.07 | 1.73 | 2.17 | 2.66 | 3.63 | 4.60 |
Fixed Assets (ijarah) | - | - | - | - | 1.01 | 6.18 | 43.56 |
Other Non Current Assets | 21.53 | 42.24 | 60.83 | 61.17 | 99.72 | 70.27 | 77.58 |
Current Assets | 252.07 | 225.81 | 202.71 | 206.31 | 167.89 | 189.23 | 163.22 |
Total Liabilities | 15.82 | 13.18 | 11.54 | 17.69 | 19.09 | 21.18 | 44.32 |
Current Liabilities | 8.34 | 6.65 | 6.61 | 8.52 | 11.59 | 13.27 | 32.24 |
Non Current Liabilities | 7.48 | 6.54 | 4.93 | 9.17 | 7.51 | 7.91 | 12.08 |
Total Equity and deficit on revaluation of investments | 258.29 | 255.93 | 253.73 | 251.96 | 252.17 | 248.12 | 244.64 |
Reserves | 77.85 | 77.36 | 77.28 | 98.18 | 97.26 | 97.59 | 97.84 |
Certificate Holders' Equity | 231.00 | 231.00 | 231.00 | 210.00 | 210.00 | 210.00 | 210.00 |
Accumulated losses | (49.83) | (51.62) | (52.34) | (52.16) | (52.77) | (54.09) | (55.79) |
Deficit on revaluation of investments | (0.73) | (0.81) | (2.22) | (4.05) | (2.32) | (5.37) | (7.41) |
Revenue | 46.29 | 36.20 | 36.83 | 38.70 | 30.73 | 36.50 | 27.21 |
Net Revenue | 2.41 | 0.39 | 0.53 | 2.31 | 1.65 | (0.20) | (14.12) |
Restated | Restated | Restated | Restated | ||||
Earning (loss) per Certificate | 0.10 | 0.02 | 0.02 | 0.10 | 0.03 | (0.01) | (0.61) |
Cash dividend (%) | - | - | - | - | - | - | - |
STAKEHOLDER INFORMATION | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 |
Profit after tax ratio (%) | 5.45 | 1.12 | 1.51 | 6.13 | 2.44 | (0.65) | (55.18) |
Return on assets (%) | |||||||
Return on equity / capital employed | 0.01 | 0.00 | 0.00 | 0.01 | 0.00 | (0.00) | (0.06) |
Return on capital employed (%) | |||||||
Assets Turnover Ratio (%) | 0.16 | 0.13 | 0.13 | 0.14 | 0.10 | 0.11 | 0.08 |
Current ratio | 30.22 | 33.97 | 30.68 | 24.22 | 14.49 | 14.26 | 5.06 |
Market Value per certificate (year end) | |||||||
High | 4.60 | 3.50 | 3.30 | 3.62 | 3.20 | 3.00 | 3.10 |
Low | 4.25 | 3.50 | 2.85 | 3.40 | 3.20 | 3.00 | 3.10 |
Closing | 4.59 | 3.50 | 3.08 | 3.51 | 3.20 | 3.00 | 3.10 |
Restated | Restated | Restated | Restated | ||||
Earning / (loss) per Certificate | 0.10 | 0.02 | 0.02 | 0.10 | 0.03 | (0.01) | (0.61) |
Net assets / breakup value per certificate | 11.21 | 11.11 | 11.08 | 12.19 | 12.12 | 12.07 | 12.00 |
Earning asset to total assets ratio (%) | 0.52 | 0.17 | 0.53 | 0.55 | 0.08 | (2.56) | (6.46) |
Price earning ratio | 33.51 | 207.25 | 133.10 | 35.16 | 112.97 | (352.56) | (5.07) |
Dividend Yield Ratio (%) | - | - | - | - | - | - | - |
Cash Dividend per certificate (in Rs.) | - | - | - | - | - | - | - |
Dear Certificate Holders,
I am pleased to present to the certificate holders of First Al-Noor Modaraba, review of the financial performance of the Company along with the audited Financial Statements for the year ended June 30, 2025.
Pakistan's GDP grew by 2.68 percent, supported by stabilization across all major macroeconomic indicators. The industrial sector posted a growth of 4.77 percent. Manufacturing growth was also positive despite a slow recovery in large-scale manufacturing, supported by gains in small-scale manufacturing. The services sector (58.4% of GDP) emerged as the main growth driver, expanding by 2.91 percent, while the agriculture sector recorded a growth of 0.56 percent due to a decline in major crops.
The Modaraba compared to preceding financial year, attained a respectable revenue growth of nearly 28%. We are constantly focusing on consistent growth focusing on our core activities as well as secondary market operations in order to obtain sustainable growth.
On behalf of the Board of Directors, I would like to acknowledge the contribution of all the team for their hard work in trying to manage the crises and pray to Allah SWT for the success and growth of the Modaraba.
Sd/-
Zia Zakaria
Chairman
September 11, 2025
THIRTY THIRD REPORT OF THE DIRECTORS OF MODARABA COMPANY FOR THE YEAR ENDED JUNE 30, 2025
On behalf of Board of Directors of Al-Noor Modaraba Management (Private) Limited, the "mudarib/management company" of First Al-Noor Modaraba (FAM), we are pleased to present the Thirty Third Annual Report together with the Audited Financial Statements of the Modaraba for the year ended June 30, 2025:
For the year ended
Financial Results
June 30, 2025
June 30, 2024
------- Amount in Pak. Rupees -------
Profit before taxation | 5,232,880 | 3,985,244 | |
Levies - Final Tax | (2,778,630) | (2,791,940) | |
Taxation | (114,269) | (803,200) | |
Profit after Taxation | 2,339,981 | 390,104 | |
Components of Other comprehensive (loss)/income | (1,926,006) | (736,937) | |
Surplus/(Deficit) transferred to accumulated losses | 1,791,350 | 1,143,968 | |
Transfer to Statutory Reserve | (482,614) | (78,021) | |
Accumulated losses brought forward | (51,874,116) | (52,593,230) | |
Accumulated losses carried forward | (50,078,316) | (51,874,116) | |
DISTRIBUTION | |||
Profit distribution @ 0.00% (2024 @ 0.00%) Bonus Certificates @ 0.00% (2024 @ 00.00%) General Reserve | - - - | - - - | |
Economic Review and Review of Operations |
The real, fiscal, financial, and external sectors continued to demonstrate resilience and steady improvement in FY 2025. Pakistan's GDP grew by 2.68 percent, supported by stabilization across all major macroeconomic indicators. The industrial sector posted a growth of 4.77 percent. Manufacturing growth was also positive despite a slow recovery in large-scale manufacturing, supported by gains in small-scale manufacturing. The services sector (58.4% of GDP) emerged as the main growth driver, expanding by 2.91 percent, while the agriculture sector recorded a growth of 0.56 percent due to a decline in major crops.
The investment-to-GDP ratio improved to 13.8 percent, compared to 13.1 percent in FY 2024, supported by stronger public and private capital formation. Gross Fixed Capital Formation (GFCF) stood at Rs 13,814.7 billion, marking a 15.0 percent increase over FY 2024. Private investment grew by 9.9 percent, while public investment, including general government development spending, rose sharply by 34.2 percent. National saving also improved, recorded at 14.1 percent of GDP, reflecting stronger domestic resource mobilization.
Pakistan's capital markets, specifically the equity market, exhibited superior performance compared to major global stock markets in FY 2025. The KSE-100 index demonstrated significant growth of 50.2 percent during July-March FY 2025. This increase can be attributed to strong corporate earnings, a decline in both the policy rate and inflation, the successful first review of the IMF-EFF program, and subsequent tranche disbursements, all of which contributed to a stable macroeconomic environment that bolstered investor confidence.
In 2024, the global economy entered a stabilization phase following unprecedented shocks in recent years. Inflation has decreased from multidecade highs and is gradually aligning with the targets set by central banks, although this progress remains uneven across different regions. Looking ahead, global economic growth, which is estimated at 3.3 percent in 2024, projected to moderate to 2.8 percent in 2025, before recovering slightly to 3.0 percent in 2026.
Modaraba faced challenges in the commodity trading sector in first half of FY2025, however, in second half of the financial year, the stabilizing factors of Pakistan Economy, the commodity market gained the consistent growth trajectory which yield positive results by the year end. This was supported by the secondary market operations to achieve high annualized yield. From a broader perspective, the Modaraba demonstrated a positive momentum with consistent growth in its business.
Future Outlook
The macroeconomic outlook is contingent on how the global economic and political environment shapes up. In this context, there are three prominent risks. First, the recent shift towards a more protectionist trade policies has already begun to take effect. These tariffs are impacting geopolitical contenders and key trading partners. Rising tariffs could disrupt trade and economic activity, having implications for EMDEs' exports and remittances, and international commodity prices. Second, the possible spillovers of ongoing geopolitical conflicts to global economy, in general and commodity prices, in particular. Third is concerning the resurgence of inflation globally due to tariffs and potential supply-chain constraints, and their implications for global financial conditions, which may adversely impact emerging economies.
Modaraba is positioning itself well for growth by focusing on increasing its revenues and expanding its range of commodities considering the numerous economic factors. By remaining adaptable and diversifying its offerings, it could capitalize on various economic opportunities and strengthen its market position.
Sustainability - related Risk
We remain steadfast in addressing risks that may impact our operations and stakeholders. Key focus areas include maintaining the highest standards of business ethics, ensuring robust governance, and promoting transparency
Shariah Perspective
At First Al-Noor Modaraba, Shariah governance forms the cornerstone of our business. All operations and financial practices are aligned with Shariah principles, ensuring that our products and services offer a distinct risk-return profile rooted in ethical and responsible finance.
Under the guidance of our esteemed Shariah Advisor, we continuously strengthen our compliance culture and refine our processes to achieve perfection and reliability. Shariah governance is not just an obligation-it is our utmost responsibility and a reflection of our commitment to stakeholders.
Our sustainability framework is built on a strong ethical foundation and revolves around three key pillars:
People - investing in our workforce and communities.
Organization - ensuring transparency, accountability, and governance.
Planet - promoting responsible, sustainable practices.
This is further reinforced by a robust Shariah compliance and audit mechanism, which safeguards the integrity of our operations and builds long-term trust.
A complete Shariah Advisor Report and Shariah Audit Report for the year ended June 30, 2025 is attached with annual report.
The Board of Directors
During the year, the term of the Board of Directors of Al-Noor Modaraba Management (Private) Limited, the management Company of First Al-Noor Modaraba ended and an election of the Board of Directors commenced. The brief detail of the retiring Directors and elected directors as of June 30, 2025 is enumerated below:
S.No. | Name | Designation | Status |
1. | Mr. Abdul Aziz Ayoob | Director (Non Executive) | Retired |
2. | Mr. Noor Muhammad Zakaria | Director (Non Executive) | Re-elected |
3. | Mr. Zia Zakaria | Director (Non Executive) | Re-elected |
4. | Mr. Zainuddin Aziz | Executive Director | Re-elected |
5. | Mr. Asad Ahmed Mohiuddin | Director (Non Executive) | Elected |
6. | Mr. Tausif Ilyas | Director (Independent) | Re-elected |
7. | Mr. Abdul Rahim Suriya | Director (Independent) | Retired |
8. | Barrister Naheed Shiraz Merchant | Director (Independent) | Re-elected |
9. | Mr. Kausar Ali Fector | Director (Independent) | Elected |
Directors Training & Orientation
The Majority directors are compliant with necessary requirements of Directors Training Certificate with few trained at respective Institutions.
Pattern of Certificate Holders
A Statement showing pattern of Certificate Holding of the Modaraba and additional information as at June 30, 2025 is included in this report.
Corporate and Financial Reporting Framework
The Directors are pleased to confirm compliance with Corporate and Financial Reporting Framework of the Securities & Exchange Commission Pakistan (SECP) and the Code of Corporate Governance for the following:
The financial statements, prepared by the management of the modaraba, present fairly its state of affairs, the result of its operations, cash flows and changes in equity.
Proper books of accounts of the modaraba have been maintained.
Appropriate accounting policies have been consistently applied in preparation of financial statements. Accounting estimates used are based on reasonable and prudent judgment.
International Financial Reporting Standards (IFRS), as applicable to Modarabas in Pakistan, have been followed in preparation of financial statements and any departures there from have been adequately disclosed. Further, the management of the Modaraba appreciates the unreserved compliance of IFRS to the possible extent in order to promote the fair financial reporting.
The system of internal control is in place and has been effectively implemented. It is being continuously reviewed by internal audit and other such procedures.
Board is satisfied with the Modaraba's ability to continue as a going concern.
There has been no material departure from the best practices of corporate governance, as detailed in the Listed Companies (Code of Corporate Governance) Regulations, 2019, except those mentioned in the statement of compliance with code of corporate governance.
Key operating and financial data for the last six years in summarized form is included in this annual report.
There are no statutory payments on account of taxes, duties and charges which are outstanding as on June 30, 2025 except for those disclosed in the financial statements.
Composition of the Board
The composition of the Board of Directors of the Company as on June 30, 2025 is as follows:
The total number of Directors are Seven (7) as per the following: Male : 6
Female : 1
The number of Directors during the year under respective categories are as follows:
Category | Names |
Independent Directors |
|
Executive Director |
|
Non-Executive Directors |
|
Directors' attendance
During the year, four (4) Board meetings were held. Attendance by each Director was as follows:
Name of Director | Number of Meetings attended | 21-Sept-24 | 24-Oct-24 | 21-Feb-25 | 26-Apr-25 |
Mr. A. Aziz Ayoob | 0/4 | | | | |
Mr. Zia I. Zakaria | 4/4 | ✓ | ✓ | ✓ | ✓ |
Mr. Noor Muhammad Zakaria | 4/4 | ✓ | ✓ | ✓ | ✓ |
Mr. Zainuddin Ayoob | 4/4 | ✓ | ✓ | ✓ | ✓ |
Mr. Abdul Rahim Suriya | 4/4 | ✓ | ✓ | ✓ | ✓ |
Mr. Tausif Ilyas | 3/4 | ✓ | ✓ | | ✓ |
Dr. Irum Saba* | 0/0 | - | - | - | - |
Barrister Naheed Shiraz Merchant | 3/3 | ✓ | ✓ | ✓ | |
Mr. Kauser Ali Fecto** | 0/4 | - | - | - | - |
Mr. Asad Ahmed Mohiuddin** | 0/4 | - | - | - | - |
* Resigned on June 6, 2024
** Elected on June 30, 2025
Remuneration policy for Non Executive / Independent Directors
The meeting attendance fee for Non-Executive including independent directors for attending the Board and Committee meetings of the Company is determined from time to time.
Auditors
The Board, on the recommendation of the Boards Audit Committee, has appointed M/s Rahman Sarfaraz Rahim Iqbal Rafiq & Company, Russel Bedford, Chartered Accountants, who offer themselves for appointment as Auditors for the financial year ending June 30, 2026, subject to the approval of Registrar Modaraba SECP.
Acknowledgement
The Board would like to express its sincere thanks and gratitude for the continued support and guidance provided by Securities & Exchange Commission of Pakistan, Registrar Modaraba Companies and clients of the Modaraba for their patronage and business, Certificate holders who have remained committed to First Al-Noor Modaraba.
In the end Board appreciates dedication, high level of professionalism and hard work of employees of your Modaraba for achieving the objectives.
On behalf of the Board
Sd/-
Zainuddin Aziz
Chief Executive/Director
Dated : September 11, 2025 Place : Karachi
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |