Transmission of Annual Report for the Year Ended June 30 2025

Zarea Limited

Annual Report

FY 2024-25

YEAR 2024-25

Company Profile

Company Information Chairman's message CEO's message

Group structure Organizational Hierarchy Key highlights

Credit Rating Vision Mission

Code of Conduct

Gender Pay Gap statement Directors' Profile

Journey so Far

Key Events (Zarea IPO) Key Events (PM Meeting) Key Events (CM Meeting)

3 Governance 71

2 Statement of Compliance with the Code of 72

1. Corporate Governance

2. Independent Auditors' Review Report to the 75

3. Members on the Statement of Compliance

10

11 Directors' Report 76

13 Directors' Report to the Shareholders English 77

1. Growth Drivers 80

2. Expansion Plans/ Future Outlook 81

3. Operating and Financial Highlights 87

21 Vertical Analysis 93

22 Horizontal Analysis 94

25 Key Ratios 95

27 Statement of Value Addition 96

28 DuPont Analysis 97

29

Key Events (Golf Event Sponsorship) 30

Key Events (Pakistan Agriculture Show) 31 Standalone Financial 98

Alliances and Membership Zarea's Geographic Footprint Zarea's Business model

33 Statements

35

37 Auditors' report on Standalone Financial Statements 99

Strategic Objectives Product Profile

39 Statement Of Financial Position

45 Statement Of Comprehensive Income

105

106

Zarea transforming Agriculture (Biomass) 47 Statement Of Changes In Equity

107

Businesses we serve Our Customers Zarea Workplace SWOT Analysis

Core Velues PESTLE Analysis ESG

ESG Spotlight (MM Foundation) Pakistan's Tech Transformation

50 Statement Of Cashflows

50 Notes To The Financial Statement

51

53

54

55

57

67

69

108

109

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Consolidated Annual Accounts

Auditors' report on Group Financial Statements Statement Of Financial Position

Statement Of Comprehensive Income Statement Of Changes In Equity Statement Of Cashflows

Notes To The Financial Statement

129

130

134

135

136

137

138

Shareholders Information 160

Pattern of Shareholding Shareholders' category Notice of AGM - English Ballot paper

Notice of AGM- Urdu

Directors' Report to the Shareholders (Urdu) Glossary

Form of Proxy

161

163

164

169

173

184

186

187

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Company Information

Board of Directors

Mrs. Misbah Momin

Company Registration

Chairperson/Director 0158011

Mr. Ali Alam Qamar

C.E.O/Director

Company National

Mr. Sohail Wajahat Siddiqui

Independent Director Tax Number (NTN)

8379488

Mr. Muhammad Afzal Independent Director Auditors

Chaudhry

Mr. Juneid Akram

Naveed Zafar Ashfaq Jaffery & Co.

Non-Executive Director Chartered Accountant

Mr. Nouman Ul Hassan Executive Director

Legal Counsel

Mrs. Meezan Fahd

Chief Financial Officer

Non-Executive Director Hassan and Company

Share Registrar

Muhammad Usman Ameer ACA

Company Secretary

Syed Muhammad Akram

Head of Internal Auditor

Muhammad Usman Arshad

Audit Committee

Mr. Muhammad Afzal Chairman

Chaudhry

THK Associates (Pvt) Limited.

Plot No. 32-C Jami Commercial Street 2, D.H, Tel: 021-111-000-322, Fax: 032-35310190

Bankers

Meezan Bank Limited Bank Alfalah Limited Faysal Bank Limited United Bank Limited

Muslim Commercial Bank Limited

Registered Head Office

Delta 6 Office No. 6011, NASTP, Abid Majeed Road Lahore Cantt.

Mr. Juneid Akram

Member

Mr. Nouman Ul Hassan Member

Human Resource & Remuneration Committee

Other Office

Pak Austria Fachhochschule:

Institute of Applied Science and Technology

Mr. Sohail Wajahat Siddiqui

Mr. Ali Alam Qamar Mrs. Meezan Fahd

Chairman

Member

Member

(Special Technology Zone), Mang Haripur

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Founded in 2020, Zarea has rapidly emerged as Pakistan's frst listed B2B e-commerce trading platform, pioneering the digitization of commodity trade across the country. In just five years, we have experienced remarkable growth, driven by our unwavering commitment to innovation, transparency, and effciency in the B2B supply chain. Our mission to modernize and streamline commodity trading through technology remains at the core of everything we do and our performance reflects that With strong market adoption, a growing network of partners, and consistently expanding trade volumes, Zarea is proud to be shaping the future of digital commerce in Pakistan.

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Chairperson's Review

It gives me immense pride and satisfaction to

Looking beyond the reporting year, Zarea has also taken a significant strategic step by expanding operations into the United Arab Emirates. This move, completed after the close of FY2025, establishes a strong regional presence and opens access to broader international markets. We view this as a foundation for long-term scalability and deeper global integration, aligned with our vision of transforming Pakistan's commodities marketplace.

present the Chairman's Review for the year I would like to extend my heartfelt appreciation ended 2025. This year has been marked by both to our management team, whose discipline, challenges and transformation, with economic resilience, and relentless pursuit of excellence turbulence and global financial headwinds enabled us to navigate this challenging year. creating a complex operating environment. Their focus on productivity, process Despite these external pressures, Zarea has improvement, and innovation has significantly demonstrated remarkable resilience, delivering strengthened our competitive position. robust growth, operational excellence, and I also wish to thank our Board of Directors for

strategic progress. their strategic guidance and steadfast support,

The Company achieved exceptional results, which have been invaluable in shaping Zarea's recording revenue growth from Rs. 441 million in long-term direction.

FY2024 to Rs. 1,343 million in FY2025-an Above all, I express my sincere gratitude to our extraordinary increase that highlights the stakeholders, partners, and valued customers strength of our platform, the agility of our for their continued trust and confidence in strategy, and the trust placed in us by our Zarea. Your support inspires us to push

stakeholders. boundaries, drive innovation, and build a

While Pakistan continued to face significant stronger, more sustainable future together. macroeconomic challenges, including

devastating floods and financial constraints, encouraging signs-such as improvements in the fiscal and current account positions and strengthening international relations-signal a more favorable environment for sustainable

growth. These positive developments give us Sincerely,

cautious optimism for the years ahead.

Chairperson

Misbah Momin

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7 Annual 2024-25

Message from the CEO

Our application has been purpose-built to meet these expectations-offering a seamless, secure, and user-centric experience that fosters trust and promotes inclusive economic participation.

Beyond our core marketplace, Zarea's investment portfolio also delivered strong results. Through prudent, data-driven strategies, we achieved diversified income streams that outperformed market benchmarks-further strengthening our financial position and resilience.

Looking ahead, our strategy is anchored in three pillars: geographical expansion, capacity

I am delighted to present the CEO's Report for enhancement, and internal process the financial year 2025-a landmark year for optimization. We will continue to invest in Zarea, defined by record achievements, governance, digital infrastructure, and human strategic breakthroughs, and accelerated capital, ensuring we maintain momentum while growth that have firmly positioned us on a creating sustained value for shareholders.

sustained upward trajectory.

As we look toward the future, our journey is

One of the most significant milestones was guided by a bold vision:

Zarea's successful listing on the Pakistan Stock

Exchange (PSX), making us the first publicly "Driven by our mission to transform commerce, listed e-commerce company in Pakistan's we are unlocking Pakistan's $50 billion technology sector. This historic achievement commodities market-fueling SME growth, established Zarea as a trusted, investable, and increasing output and throughput, enabling sustainable growth story and provided vital easy access to capital, and leading a digital capital to scale operations both locally and transformation that will redefine trade for internationally. Proceeds from the IPO are generations to come."

strategically being deployed to strengthen

infrastructure, expand our market footprint, This vision continues to inspire our strategy and and advance digital innovation. The results execution, ensuring that Zarea not only creates speak for themselves: revenue and earnings value for shareholders but also contributes both doubled year-on-year, reflecting the meaningfully to Pakistan's economic progress.

confidence of our investors and the efficiency

of our operations.

In closing, I extend my deepest gratitude to our employees, Board, shareholders, partners, and

The broader economic landscape also turned customers. Your collective commitment and more supportive in FY2025. GDP growth trust have been the foundation of our success. rebounded, inflation eased, and interest rates Together, we will continue to drive innovation, declined, creating a more business-friendly deliver growth, and set new benchmarks for environment. Improved political stability excellence in Pakistan's digital economy.

further boosted investor sentiment, enabling

companies like Zarea to capitalize on rising consumer confidence and growing demand for digital solutions. As a platform at the forefront of digital commerce and innovation, we continue to serve Pakistan's rising

tech-savvy population, who demand Sincerely,

efficiency, transparency, and ethical practices. Chief Executive Officer

RReeppoorrtt

86 AAnnnnuuaall 22002244--2255

Group Structure

Goldfinger Private Limited

Directors

General Public

34.29%

41.90%

23.81%

Zarea Limited

25%

75%

Zarea Agritech Limited

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Organizational Hierarchy

COMPANY SECRETARY

CHIEF EXECUTIVE OFFICER

HR COMMITTEE AUDIT COMMITTEE

HEAD OF INTERNAL AUDIT

CHIEF TECHNOLOGY OFFICER

CHIEF MARKETING OFFICER

CHIEF FINANCIAL OFFICER

CHIEF OPERATING OFFICER

HEAD OF HUMAN RESOURCE

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Key Highlights

Key Highlights

1.3 Billion

PKR Sales Turnover

50%

Net profit margin

08 Billion

PKR Market capitalization

10+

years of price data

300K

traded volumes metric tons

50+

Cities

500K+

Truck kilometers saved

17K+

Transactions

300K

tons of CO2 emissions saved

1000

Registered suppliers

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Credit Rating

Zarea Limited

Long Term

Short Term

Rated by the Pakistan Credit Rating Agency Limited

Rating as on : 2025

Rating Type Long Term

Rating

A-(A Minus)

Short Term A 2 ( A Two)

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Vision, Mission

Vision

We aspire to transcend boundaries through innovation and efficiency, revolutionizing the industry with cutting-edge technology. By fostering strong partnerships and upholding an unwavering commitment to excellence, we seek to empower our stakeholders and contribute to sustainable economic growth. Our vision is to be a catalyst for progress, creating lasting value and driving positive change in the communities we serve.

Mission

Rooted in innovation, integrity, and inclusivity, our mission is to transform the commodity sector by unlocking economic potential and simplifying market engagement. We are committed to serving farmers, businesses, and investors, acting as a trusted gateway to opportunities that foster sustainable growth and shared prosperity.

Code of Conduct

Zarea is committed to building a business that operates with integrity, accountability, and transparency at its core. Our Code of Conduct reflects the values that guide our daily operations, decisions, and stakeholder interactions. All employees, contractors, and representatives of Zarea are expected to adhere to these principles and uphold the trust placed in us by our partners, customers, and the communities we serve.

1. Ethical Governance and Professional Conduct

   Zarea upholds the highest standards of corporate governance, ethical behavior, and professional responsibility. Employees are expected to maintain honesty, fairness, and respect in all internal and external dealings. Misrepresentation, favoritism, or actions that could undermine public trust in the organization are strictly prohibited.

2. Compliance with Applicable Laws and Regulations

   All employees must comply with the laws, rules, and regulations applicable to Zarea's operations in Pakistan and internationally. This includes compliance with:

   • Trade and procurement regulations

   • Digital platform and data governance laws

   • Environmental and labor standards

3. Financial Transparency and Accountability

   Zarea ensures that all financial and operational transactions are recorded with accuracy, completeness, and timeliness in accordance with applicable financial reporting standards. Employees are required to maintain transparent records and report any discrepancies or irregularities.

4. Insider Information and Market Conduct

   Employees must refrain from using confidential or non-public information for personal gain or sharing it with others who might misuse it. All forms of insider trading are strictly prohibited and may lead to legal action under SECP regulations

5. Secondary Employment and Conflicts of Interest

   Employees are expected to dedicate their full professional time and efforts to Zarea during working hours. Engaging in secondary employment, side businesses, or board memberships without prior written approval is not allowed. Conflicts of interest-real or perceived-must be disclosed immediately. These may include:

   • Business dealings with family members

   • Ownership in companies supplying goods or services to Zarea

   • Personal relationships with clients, vendors, or government officials that may influence decisions

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6. Protection and Responsible Use of Company Assets

   Employees are custodians of Zarea's assets, which include:

   • Technology platforms and infrastructure

   • Intellectual property and research data

   • Company time, vehicles, and facilities

   • Confidential documents and financial records

     All assets must be used efficiently and exclusively for legitimate business purposes.

7. Data Privacy and Confidentiality

   Zarea is committed to protecting personal and business data in accordance with data protection laws and international best practices. Employees must ensure that sensitive customer, supplier, and employee information is handled with:

   • Confidentiality

   • Security

   • Restricted access

   • Breach of data confidentiality may result in serious disciplinary and legal consequences.

8. Anti-Bribery, Corruption, and Sanctions Compliance

   Zarea maintains a zero-tolerance policy toward bribery, corruption, and illicit transactions. Employees may not:

   • Accept or offer bribes or kickbacks

   • Engage with individuals or entities listed on sanctions lists

   • Facilitate money laundering or terrorism financing

   • Violations will be treated as gross misconduct and may lead to termination and prosecution.

9. Equal Employment Opportunity

   Zarea is an equal opportunity employer committed to fairness and inclusion. Employment decisions are based solely on merit, performance, and qualifications. Discrimination on the basis of the following is strictly prohibited and subject to immediate corrective action:

   • Gender

   • Age

   • Religion

   • Ethnicity

   • Disability

   • Socioeconomic background

10. Harassment-Free Workplace

    All Zarea employees are entitled to a workplace that is safe, respectful, and free of

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    harassment. Any behavior-verbal, physical, or online-that creates a hostile or intimidating environment will not be tolerated. Clear reporting and grievance redressal procedures are in place to handle such matters confidentially and impartially.

11. Whistleblower Protection

    Zarea encourages all employees and stakeholders to report unethical, illegal, or dangerous behavior through its confidential whistleblower channel. We ensure:

    • Full protection from retaliation

    • Anonymous reporting options

    • Thorough and timely investigations

12. Health, Safety, and Wellbeing

    Zarea promotes a culture of health, safety, and employee wellbeing. We strive to:

    • Maintain safe physical and digital work environments

    • Implement occupational safety standards

    • Offer programs that support mental and physical wellness

13. Responsible Use of Technology

    As a digital-first company, Zarea expects employees to use all technology, systems, and communication tools:

    • Responsibly

    • Securely

    • Productively

    • Unauthorized use, cyber threats, or any breach of IT policy will result in strict action.

14. Gifts, Entertainment, and Hospitality

    Employees must avoid accepting gifts or favors that could influence-or appear to influence-business decisions. Permissible exceptions include:

    • Promotional items of nominal value

    • Event hospitality approved by management

    • Any gift received must be reported to the reporting manager or HR.

15. Corporate Social Responsibility and ESG Commitment

    Zarea is driven by its mission to create social and environmental impact through its business practices. All employees are expected to support the company's efforts in:

    • Environmental stewardship through biomass and Agri-sustainability

    • Supporting rural communities

    • Promoting ethical sourcing and trade

16. Public Communication and Media Relations

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    Employees may not speak to the media or share company information publicly without prior approval from the Corporate Communications or HR Department. This includes:

    • Media interviews

    • Blog or social media posts related to Zarea

    • Public speaking engagements

17. Personal Use of Company Resources

    Personal use of Zarea's communication devices, internet, or software tools must be limited, responsible, and in line with company policy. Excessive use may be investigated and curtailed.

18. Breach of Code

    Violations of this Code of Conduct may result in:

    • Disciplinary action

    • Suspension or termination of employment

    • Legal action, where applicable

Employees are expected to review this code annually and commit to upholding its values in all professional interactions.

Gender Pay Gap statement

Gender Pay Gap Statement under Circular 10 of 2024 As on June 30, 2025

Following are the gender pay gap ratios:

1. Mean Gender Pay Gap: 47%

2. Median Gender Pay Gap: 33%

The above ratios reflect the overall employee gender pay gap across the organization. The Company ensures equitable compensation for female members in their respective roles based on experience, qualifications, and performance.

Nouman Ul Hassan Director

Zarea Limited

21 Annual 2024-25

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Entrepreneur & Philanthropist

President of the Misbah Momin Foundation and MM Talks, with a strong focus on social impact.

Communications & Business Development

Brings valuable experience, fostering growth and engagement in various initiatives.

Notable Contributions

Key member of CARE Foundation for several years, supporting educational development.

Advocate for Women's Rights

Former member of Pakistan's National Commission on the Status of Women (NCSW), championing women's rights and empowerment.

MINDFULMs. Misbah Momin

Chairperson

Educational Background

Holds a BSc in Management from SOAS University of London, a master's in Finance from the University of Cambridge, and completed a specialized Sustainable Finance course at Harvard University.

Expertise in Procurement

Brings valuable experience, fostering growth and engagement in various initiatives.

Vision for Digital Transformation

Dedicated to transforming Pakistan's procurement sector into a digital, streamlined ecosystem

Mr. Ali Alam Qamar

CEO/Director

Mr. Sohail Wajahat Siddqui

Independent Director

Visionary Corporate Leader:

Former Federal Minister and ex-Managing Director of Siemens

Pakistan, driving major growth in order intake, share price, and dividends Expert in Energy Sector

Expert in Energy Sector

Over 30 Years as CEO of Cluster, MD at Siemens Pakistan, and Chairman of Pakistan State Oil, with a focus on efficiency and transparency.

Award-Winning Contributions:

Honored with the Sitara-e-Imtiaz for impactful work in Pakistan's Telecommunication and Engineering sectors.

Strategic Energy Innovator:

Developed an integrated energy roadmap for Pakistan, delivering solutions to reduce power shortages and drive sector savines

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Mr. Juneid Akram

Non-Executive Director

Veteran in Tax and Customs Administration

Over 30 years with Pakistan's Federal Board of Revenue (FBR), specializing in tax policy and customs operations.

Key Leadership Roles

Served as Director General, Director of Intelligence, and Collector of Customs, leading initiatives to combat tax evasion and boost national revenue.

Innovator in National Projects

Contributed to systems like STARR and PACCS, modernizing tax and customs processes across Pakistan.

Strategic Asset Post-Retirement

Brings expertise in risk management and strategic planning, offering the board valuable oversight and insights.

Mr. Nouman Ul Hassan

CMO/Executive Director

Digital Marketing and Software Expertise

Over 10 years of experience in software development and digital marketing, with notable roles at IBEX and as a top-rated freelancer on Upwork and Fiverr.

Technical Proficiency

Skilled in SEO, PPC, social media marketing, content marketing, and data analytics, crafting impactful digital marketing strategies.

Significant Impact at ZL

Led digital marketing initiatives that generated 5+ million impressions and attracted 250,000+ visitors, enhancing brand visibility and conversion rates.

Innovative and Strategic Leader

Combines technical insight with strategic acumen, positioning ZL for sustained success in a competitive digital landscape.

Mr. Muhammad Afzal Chaudhry

Independent Director

Extensive Banking Experience

Over 43 years across leading domestic and international banks, with expertise in credit risk and special assets management.

Senior Roles in Major Banks

Served as Chief, Special Assets Management (UBL), Deputy GM (Commercial Bank of Oman), and Regional Head Credit (First Women Bank).

Diverse Sector Exposure

Specialized in managing issues in commercial, corporate, industrial, and banking sectors.

Educational Distinction

Holds a post-graduate degree in Economics from Punjab University and a Diploma in Banking with "Role of Honour" from the Institute of Bankers, Pakistan.

Educational Background

Holds a Bachelor of Arts and Sciences from SOAS, University of London.

Fashion Industry Entrepreneur

Known for innovative ideas and a strong sense of style in her ventures.

Prominent Industry Figure

Successfully established as a leader in the fashion world.

Creative Visionary

Combines a strong academic foundation with a passion for creativity in her business pursuits

Ms. Meezan Fahd Mukhtar

Non-Executive Director

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Journey so Far

Sep 2020 Jun 2021

Incorporated as Private Limited Company

Established as a Private Limited Company in Pakistan with a bootstrapped equity of PKR 20 million, setting the foundation for a high-growth commodities e-commerce platform.

Jan 2024

Profitability Milestone

ZL's reserves exceeding PKR 350 million

Media Recognition

Featured in prominent Pakistani media outlets such as Profit, Business Recorder, GEO, Dawn, and others, establishing brand credibility and recognition in the marketplace.

Dec 2023

Strategic Licenses & Expansion

Acquired the prestigious Zone Enterprise License from the Special Technology Zones

and platform usage revenue surpassing Authority, securing a 10-year tax exemption

PKR 280 million.

from date of granting till December 2033.

Geographic Expansion

Extended operations to Khyber Pakhtunkhwa (KPK) province and launched Zarea internship programs as Corporate Social Responsibility to support industry education and growth

Feb 2025

Listing on PSX

Pakistan's first e-commerce platform to launch an IPO, marking a digital economy milestone.

Jul 2025

Incorporation In UAE

Base in Dubai Silicon Oasis Freezone, Zarea Commerce FZCO will Serve as regional headquarters for scaling International oprations

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Dec 2021 Jan 2022

Supplier Network Expansion Sector Expansion

Successfully onboarded over 50 suppliers, marking a significant milestone in building a robust and diverse supply chain.

Expanded e-commerce operations into the agriculture sector, broadening the scope of our e-commerce offerings to cater to a vital industry in Pakistan.

Jun 2023

Growth

Achieved over 5,000 transactions across 10+ cities, onboarded 100+ suppliers, and garnered 8.23 million impressions, reinforcing Zarea's position as a key player in the e-commerce sector.

Jun 2022

Technology Innovation

Launched advanced data analytics tools to monitor daily prices of 10+ commodities across Pakistan, empowering customers with real-time market insights.

Aug 2025

Export to UAE

Successful execution of its first export consignment to UAE as part of its global expansion strategy

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KEY EVENTS

Zarea IPO

Zarea achieved a landmark milestone by becoming Pakistan's first listed B2B e-commerce company, cementing its role as a pioneer in digital trade. The IPO was oversubscribed 1.9 times, raising PKR 1.03 billion and reflecting strong investor confidence in Zarea's growth potential.

This achievement not only underscores the company's robust business model but also highlights the growing recognition of technology-driven procurement as a transformative force in Pakistan's economy.

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KEY EVENTS

Meeting with the Prime Minister on E-Commerce Policy

Zarea's CEO met with the Honorable Prime Minister of Pakistan Shahbaz Sharif to discuss the future of digital commerce and the role of B2B platforms in driving economic growth. The government reaffirmed its commitment to e-commerce growth through its E-Commerce Policy, tax incentives, broadband expansion, and public private partnerships.

This engagement reinforced Zarea's leadership role in shaping Pakistan's digital trade landscape and highlighted its contribution to building a transparent, efficient, and innovation driven e-commerce ecosystem.

Key discussion points included

Regulatory reforms to streamline policies for e-commerce businesses.

Digital payments to enhance security and consumer trust.

Logistics and infrastructure improvements for efficient delivery networks.

SME empowerment through greater adoption of online trade.

Attracting foreign investment into Pakistan's digital economy.

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Key Events

CEO's Meeting with

Key focus areas included:

• Policy Reforms to support digital trans formation and ease of doing business.

  the Chief Minister Punjab • Infrastructure Development in indus

  trial zones and logistics.

  Zarea's CEO, Ali Alam Qamar, led a delegation from the Entrepreneurs' Organization (EO) in a meeting with the Honourable Chief Minister of Punjab, Maryam Nawaz Sharif. The delegation discussed pressing industrial challenges and proposed solutions to strengthen Punjab's economic and industrial landscape.

• Youth Entrepreneurship Initiatives through training, finance, and mentor ship.

• Public Private Collaboration to drive sustainable growth.

Zarea showcased its role in digitizing procurement of industrial and con struction materials, supporting SMEs, and aligning with Punjab's vision of a transparent and efficient industrial economy.

This engagement highlights Zarea's growing leadership voice in shaping policy and fostering innovation for Pakistan's industrial future.

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