Zarea Ltd.PSX: ZAL

Final progress report on utilization of proceeds of initial public offering (IPO)

· Issued by Zarea Ltd.


ZAREA LIMITED

April 15, 2026 ZAL/PSX/150408-2026

The General Manager Pakistan Stock Exchange Stock Exchange Building Stock Exchange Road Karachi.

Subject: FINAL PROGRESS REPORT ON UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFERING (IPO)

Dear Sir,

We are pleased to submit the final progress report along with the Agreed upon Procedures' Report as issued by our Auditors, M/S Naveed Zafar Ashfaq Jaffery & Co, on the implementation status of the project. This progress report is being submitted in compliance with the requirement of Clause 16(ii)(a) of post-issue reporting and disclosures of the "Public Offering Regulations, 2017" and in pursuance of the requirement specified in clause 4.9 of the prospectus to the issue of the Company.

Yours Sincerely,





Muhammad Akram Company Secretary

CC: Executive Director/HOD,

Offsite-II Department, Supervision Division, Securities & Exchange Commission of Pakistan, 63, NIC Building, Jinnah Avenue,

Blue Area, Islamabad.



Zarea Limited, Delta 6

Office No. 6011, NASTP

Abid Majeed Road Lahore Cantt

(042) 3217 6455

info@zarea.pk





zarea.pk









Zarea Limited

Final Progress Report

on Utilization of IPO Proceeds March 2026















CONTENTS

Agreed Upon Procedure - Auditors Report 2

Final Progress Report of Proceeds of Initial Public Offering (IPO) 4

01

The Board of Directors

Zarea Limited

Delta 06, Office no. 6011, NASTP, Abid Majeed Road Lahore

Subject: Agreed Upon Procedures Report on Utilization of Proceeds of Initial Public Offering (IPO)

To the General Manager of Pakistan Stock Exchange Limited

  1. Purpose of this agreed upon procedures Report

    Our report is solely for the purpose of evaluating whether Zarea limited utilized proceeds of IPO in compliance with the principal purpose of the issue as defined under para 2.5 of the prospectus and progress report thereon is in accordance with the Regulation 16 (iia) of Chapter viii of The Public Offering Regulations, 2017 and may not be suitable for another purpose. This report is intended solely for the use of the company and Pakistan Stock Exchange and is not intended for, and should not be used by, any other party or for any other purpose.

  2. Responsibility of Zarea Limited

    The company has acknowledged that the agreed upon procedures are appropriate for the purpose of engagement. The company is responsible for the subject matter on which agreed upon procedures are performed.

  3. Practitioner's responsibility

    We have conducted the agreed-upon procedures engagement in accordance with the International Standard on Related Services (ISRS) 4400 (Revised), Agreed-Upon Procedures Engagements. An agreed-upon procedures engagement involves our performing the procedures that have been agreed with Zarea Limited, and reporting the findings, which are the factual results of the agreed-upon procedures performed. We make no representation regarding the appropriateness of the agreed-upon procedures.

    This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express an opinion or an assurance conclusion.

  4. Professional Ethics and Quality Management

    We have complied with the ethical requirements in International Ethics Standard Board for Accountants IASBA as adopted by Institute of Chartered Accountants of Pakistan (Revised 2019) (the code). For the purpose of this engagement, there are no independence requirements with which we are required to comply.

    Our firm applies International Standard on Quality Control (ISQM) 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

    02



  5. Procedures and Findings

    We have performed the following procedures described below which were agreed with the company on utilization of proceeds of Initial Public Offering (IPO).

    Sr. No.

    Procedures Performed

    Findings

    1

    Obtained the bank statements & details of amounts received against IPO and traced the amounts received in respect of IPO from bank statements

    No discrepancies were found

    2

    Obtained:

    No discrepancies were found

    3

    Recalculation of the current status percentage as shown under the heading of "implementation status"

    No discrepancies were found

    4

    Obtained details of profits earned on mutual funds

    No discrepancies were found

    5

    Obtained & verified details of utilization as mentioned in Note 4.3 of the prospectus

    No discrepancies were found

    • The final proceeds utilization report as at March 31, 2026

    • Books of accounts & supporting documents of the relevant expansion projects as identified under the heading "implementation status" of the projects and

    • Prospectus for the issue of shares

    Naveed Zafar Ashfaq Jaffery & Co. Chartered Accountants Date: April 7, 2026

    03



    Final Progress Report of Proceeds of Initial Public Offering (IPO)

    FINAL PROGRESS REPORT ON UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFERING (IPO), UNDER REGULATION 16 (iia) OF CHAPTER VIII OF THE PUBLIC OFFERING REGULATIONS, 2017, REVIEWED BY AUDITORS

    March 31, 2026

    The General Manager

    Pakistan Stock Exchange Limited Stock Exchange Building,

    Stock Exchange Road, Karachi

    FINAL REPORT ON UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFERING (IPO), UNDER REGULATION 16(iia) OF CHAPTER VIII OF THE PUBLIC OFFERING REGULATIONS, 2017, REVIEWED BY AUDITORS

    Dear Sir,

    We are pleased to share the final report on utilization of proceeds of initial Public Offering (IPO), under regulations 16 (iia) of Chapter VIII of the public offering regulations, 2017, along with agreed upon procedures report thereon by the external auditors of the Company M/s. Naveed Zafar Ashfaq Jaffery & Company

    Brief Introduction

    Zarea Limited ("the company") successfully raised funds through an Initial Public Offering (IPO) to fuel the expansion of its existing business. The IPO involved the issuance of 62,500,000 ordinary shares (face value of Re. 1 each), raising a total of Rs. 1,029,579,750 (Which Include share premium). As a result, 23.81% of the Company's post-IPO share capital was made available to the public and institutional investors. The process of listing the shares on the Pakistan Stock Exchange and commencing trading was successfully completed on February 28, 2025.

    The current status of the project's implementation, as outlined in Note 4.3 of the prospectus, is summarized in the table below:

    1. Final implementation status of the project/commitment made in the Prospectus is given below:

      Sr.

      No.

      Commitment made in the prospectus

      Start Date

      Completion date

      Current Status

      Rationale for delay (if any)

      1

      Working Capital

      Q2 FY 2025

      Q3 FY 2025

      Completed

      N/A

      2

      Logistics

      Q2 FY 2025

      Q3 FY 2025

      Completed

      N/A

      3

      Technology

      Q3 FY 2025

      Q2 FY 2026

      Completed

      N/A

      4

      Marketing

      Q2 FY 2025

      Q3 FY 2025

      Completed

      N/A

      5

      Office and Cars

      Q2 FY 2025

      Q3 FY 2025

      Completed

      N/A

      6

      Human Resource

      Q2 FY 2025

      Q3 FY 2025

      Completed

      N/A



      04

    2. Detailed Break up of utilization of the proceeds raised from the IPO:

Detail

Rs.

Receipt against issuance of 62,500,000 ordinary shares

1,029,579,750

Return on investments in mutual funds

53,267,469

Share issuance expense

(51,024,298)

Net IPO Proceeds available for utilization

1,031,822,921

Less: Working capital settlement

(475,458,337)

Less: Expenditures incurred till 31 March 2026 (W-1)

(556,364,584)

Un-utilized IPO proceeds as at 31 March 2026

Nil



W-1

Logistics

240,000,000

Technology

125,000,000

Marketing

81,364,584

Office CAPEX and Vehicles

60,000,000

Human Resource

50,000,000

Total

556,364,584





For and on behalf of Zarea Limited Muhammad Usman Ameer

Chief Financial Officer

Enclosed: External Auditors (Naveed Zafar Ashfaq Jaffery & Company) agreed upon procedures reports on utilization of IPO Proceeds.

05

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