B.F. Modaraba - Annual Report 2025

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B. F. MODARABA

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TH
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37 ANNUAL REPORT 2025

CONTENTS TH 37 ANNUAL REPORT 2025
Corporate Information	1
	2
Chairman Review Report
	3
Chairman Review Report Urdu
	4
Directors’ Report	5
Directors’ Report Urdu	8
Disclosuers of Strategic Objectives On ESG.............................................	10
Shari'ah Advisor's Report	11
Auditors’ Report	12
Balance Sheet	15
Profit and Loss Account	16
Statement of Comprehensive Income	17
Statement of Changes in Equity	18
Cash Flow Statement	19
Notes to the Financial Statements	20
Pattern of Certificate Holdings	37
Number of Meetings	39
Key Operating & Financial Data	39
Auditors’ Review Report	40
Statement of Compliance with Code of Corporate
Governance	41
Notice of Annual Review Meeting	44
Vision & Mission	45

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MODARABA MANAGEMENT COMPANY E. A. Management (Pvt.) Ltd.

BOARD OF DIRECTORS DIRECTORS OF MODARABA MANAGEMENT COMPANY Mr. Ahmed Ali Mohammad Amin Bawany Chairman Mr. Muhammad Omar Amin Bawany Chief Executive Mr. Bilal Omar Bawany Director Mr. Mohammed Altamash Bawany Director Mr. Sheryar Bawany Director Mr. Muhammad Samiullah Independent Director Ms. Tasneem Yusuf Independent Director AUDIT COMMITTEE Mr. Muhammad Samiullah Chairman Member

AUDIT COMMITTEE Mr. Muhammad Samiullah Mr. Ahmed Ali Mohammad Amin Bawany

HUMAN RESOURCE & REMUNERATION COMMITTEE

Mr. Muhammad Samiullah Chairman Mr. Ahmed Ali Mohammad Amin Bawany Member Mr. Muhammad Omar Amin Bawany Member

CFO & COMPANY SECRETARY Mr. Muhammad Ayub

SHARIAH ADVISOR

Mr. Mufti Zubair Usmani

LEGAL ADVISOR

Mr. Ghullam Rasool Korai

MODARABA AUDITORS

M/s. RSM Avais Hyder Liaquat Nauman Chartered Accountants

BANKERS

Al-Baraka Islamic Bank Bank Al-Habib Islamic Limited Habib Bank Limited Habib Metropolitan Islamic Bank Limited UBL Ameen Islamic Bank

REGISTERED OFFICE

Plot No. 43-1-E (B), Block No. 06 Off Razi Road, P.E.C.H.S., Shahrah-e-Faisal, Karachi, Pakistan. UAN : 111-229-269 Fax : (92-21) 34322864

EMAIL & WEBSITE

E-mail: [email protected] [email protected] URL: www.bfmodaraba.com.pk

SHARES REGISTRAR

M/s. C & K Management Associates (Pvt.) Limited M-13, Progressive Plaza, Plot No. 5 - CL - 10, Civil Lines Quarter, Beaumont Road, Karachi -75530 Phone: 35687839-35685930

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CHAIRMAN'S REVIEW REPORT

I am pleased to present report to our valued Certificate Holders on the affairs of B.F.Modaraba (BFMOD) for the year ended 30[th] June, 2025, on the overall performance of the Board of Directors and effectiveness of the role played by the Board in achieving Modaraba’s strategic objectives.

During the financial year ended June 30, 2025, Pakistan’s economy demonstrated a strong recovery, underpinned by political stability, the successful conclusion of a financing agreement with the International Monetary Fund (IMF), and the implementation of prudent fiscal discipline. These factors collectively contributed to a decline in inflation and interest rates, while the capital market exhibited notable growth, with the benchmark index increasing from 78,444 to 125,627 points.

In line with these favorable economic developments, BF Modaraba recorded profits through its investments in marketable securities and sugar trading. The gradual reduction in the discount rate presents further opportunities for enhanced returns in both areas. To fully leverage these prospects, the timely and efficient allocation of resources will be of critical importance.

The composition of the Board of Directors reflects mix of varied backgrounds and rich experience in the fields of business, finance, banking and regulations. The Board carried out the annual review of its effectiveness and performance on a self-assessment basis. The Board also ensures compliance of all regulatory requirements. The Board is ably assisted by its Committees. The Audit Committee reviews the financial statements and ensures that the accounts fairly represent the financial position of the Modaraba. It also ensures effectiveness of internal controls. The HR Committee overviews HR policy framework and recommends selection and compensation of senior management team.

On behalf of the Board, I take opportunity to express my gratitude and appreciation towards SECP and Registrar Modaraba for their continuous guidance and support.

____ Ahmed Ali Bawany Chairman Karachi. Date : October 02, 2025

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Karachi. Date : October 02, 2025 3

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DIRECTORS’ REPORT
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Dear Certificate Holders,

Assalam-o-Aalikum,

In the name of ALLAH the most gracious and most merciful, your directors are pleased to present 37[th] Annual Report of your Modaraba together with the Audited Financial Statements for the year ended June 30, 2025.

FINANCIAL RESULTS

Financial results are summarized as follows:

Revenue Operating Expenses Other Income Profit / (Loss) before charging management fee Management fee Profit / (Loss) before WWF WWF Profit / (Loss) before taxation Final Tax Income tax- Current tax for the year Profit / (Loss) after taxation Earnings / (loss) per certificate	*2025* *Rupees* 33,145,122 (10,692,038) - 22,453,084 (2,245,308) 20,207,776 (404,156) 19,803,620 (819,774) (4,286,650) 14,697,196 1.96	*2024* *Rupees* 18,445,027
		(10,244,566) 341,744
		8,542,205 (854,221)
		7,687,984 (153,760)
		7,534,224 (1,264,835) (1,264,835)
		6,269,389 0.83

REVIEW OF OPERATIONS

In line with these favorable macroeconomic conditions, BF Modaraba delivered a profitable performance through investments in marketable securities and sugar trading

Gross revenues during the year were Rs.33.145 million vis-à-vis Rs. 18.445 million for the corresponding period of 2023-24, shown significant increase of 80% from last year; major components of revenue were Trading Income, Dividend Income, Profit on Bank Deposits & Diminishing Musharakah Income, and of Rs.17.459 million, 5.024 million, 5.340 and 5.299 million respectively.

Thus, Pre-tax profit stood at Rs. 14.697 million against a Pre-tax profit of Rs.6.269 million for the corresponding period of 2023-24. Therefore, earning per certificate stood at Rs. 1.96.

Equity Market index showed a significant upward trend of 60% closed at 125,627 points as on June 30, 2025 (2024: 78,444 points). Positive impact was reflected in our portfolio investment valuation and unrealized gain of marketable securities stood at Rs. 21.472 million (2024: Unrealized Loss was Rs. 17.605) shown in the equity as on balance sheet date.

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FUTURE OUTLOOK

During the financial year ended June 30, 2025, Pakistan’s economy demonstrated a strong recovery, supported by political stability. In line with these favorable macroeconomic conditions, BF Modaraba delivered a profitable performance through investments in marketable securities and sugar trading. The management recognizes the importance of timely and efficient deployment of resources to fully leverage these prospects and sustain long-term value creation.

The workshop business, established in collaboration with Sustainable Environment Developers (SED), was adversely impacted by the earlier economic slowdown and elevated interest rate environment. However, with improving macroeconomic conditions, the business has begun to show signs of recovery, and management anticipates a higher volume of orders in the coming periods

Looking ahead, management remains confident that the prevailing economic momentum, combined with BF Modaraba’s strategic initiatives, will support continued growth and profitability. The Company will maintain its focus on:

Prudent risk management
Diversification of income streams
Strengthening of market position
Exploration of new opportunities to enhance stakeholder value

Management reaffirms its commitment to sustainable growth, operational excellence, and delivering consistent returns to stakeholders.

CORPORATE GOVERNANCE

As required by the Code of Corporate Governance, your Directors are pleased to report that:

A. The financial statements prepared by the management of the Modaraba present fairly its state of affairs, the result of its operations, cash flow and changes in equity.
B. Proper books of accounts of the Modaraba have been maintained.
C. Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgments.
D. International Financial Reporting Standards, as applicable in Pakistan have been followed in the preparation of financial statements.
E. The system of internal control is sound and has been effectively implemented and monitored.
F. There are no significant doubts upon the Modaraba’s ability to continue as a going concern.
G. There is no material departure from best practices of corporate governance as detailed in the Regulations of Rule Book of Pakistan Stock Exchange except as mentioned in annexed compliance with the best practices of corporate governance.

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H. The summary of key operating and financial data of the important statistics for the last six years annexed.
I. Information against outstanding duties, levies and charges is given in notes to the Accounts.
J. The Company operates unfunded Provident fund scheme. The fair value of assets based is Rs. 1,120,993.

COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

A statement setting out the status of the compliance with the best practices of corporate governance is annexed to the Annual Report.

BOARD MEETINGS

During the year under review 4 meetings of the Board of Directors were held. A statement showing number of meetings each of the Directors attended are annexed to the Annual Report.

PATTERN OF CERTIFICATE HOLDERS

A statement showing the pattern of holding of the certificates as at June 30, 2025 is annexed to the Annual report.

KEY OPERATING & FINANCIAL DATA

A statement summarizing key operating and financial data for the last six years is annexed to the Annual Report.

AUDITORS

The present Auditors M/s. Avais Hyder Liaquat Nauman, Chartered Accountants is retiring on the date of Annual Review Meeting, being eligible, have offered themselves for reappointment for the year ending June 30, 2026 subject to approval by the Registrar Modaraba Companies and Modarabas, the Board has confirmed their appointment.

Audit observation, if any, has been explained in relevant notes/ statement.

ACKNOWLEDGEMENT

The Board of Directors is grateful to the regulatory authorities for their guidance and support and also to the Certificate holders for their continuing patronage and hardworking of employees and confidence in the Management of Modaraba Company.

May Almighty Allah guide us in our efforts of the progress of Modaraba and reward with the blessing AMEEN.

On behalf of the Board Karachi Date October 02, 2025 Chief Executive 6

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DISCLOSURES

STRATEGIC OBJECTIVES ON ESG

The Securities and Exchange Commission of Pakistan (SECP) has introduced ESG disclosure guidelines for listed companies which revolve around factors like protecting the environment. Reduction of waste, environmental sustainability. The scope of ESG initiatives is very diverse and comprehensive too. On its part. B.F. Modaraba has played its role in promoting staff welfare activities and through humble donations to the health welfare organizations. Governance standards have always remained at the forefront of the organization. B.F. Modaraba has put in place an effective framework of ethical business practices. ESG initiatives shall be further strengthened and a long-term plan in this regard shall be worked out in due course.

GENDER PAY GAP STATEMENT

Gender Pay Gap statement under Securities and Exchange Commission of Pakistan (SECP) Circular 10 of 2024 following is gender pay gap calculated for the year ended June 30, 2025:

a) Mean Gender Pay Gap: 100%

b) Median Gender Pay Gap: 100%

c) Any other data / details as deemed relevant: Nil

During the year under review, the Modaraba had no female employees.

th The requirements introduced by the SECP through a recent notification dated 12 June, 2024, regarding Environmental, Social and Governance (ESG) matters shall be implemented in due course.

Karachi

Date October 02, 2025

Chief Executive

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Shari’ah Advisor Report For the financial year ended June 30, 20 25

This to please report that for the financial year ended June 30, 20 25 , I have examined/reviewed the transactions and agreements executed, polices implemented and procedures followed by B.F. Modaraba managed by E.A. Management (Private) Limited being Modaraba Management Company.

I have found that transactions and agreements executed, polices implemented and procedures followed by B.F. Modaraba were in accordance with the relevant Shari’ah rulings and they were in line with prospectus issued by B.F. Modaraba, Shari’ah Compliance and Shari’ah Audit Regulations, Islamic Financial Accounting Standards applicable in Pakistan and the Model Financing Agreements approved by the Religious Board of SECP.

I have found that new Sharia’ Compliance and Shari’ah Audit mechanism has been introduced which is hoped to lead towards more stringent Sharia’ Compliance and Shari’ah Audit practices

I have found that under pool management mechanism, profit sharing ratios fixed for the distribution of profit & losses and the weightages assigned to different classes of deposits were in accordance with Shari’ah rulings.

I have not advised transfer of income to charity account due to non-observance of deviation from Shari’ah rulings.

I will recommend that:

a) All earning assets and assets owned should be covered under Takaful arrangements instead of conventional insurance.
b) Proper training to each staff level should be conducted

Conclusion:

The business activities of B.F. Modaraba during the financial year ended June 30, 20 25 have been found to be Sharia’h compliant

Dr. Zubair Usmani

Dated: October 02 , 20 25

Shari’ah Advisor

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INDEPENDENT AUDITOR’S REPORT

To the Certificate Holders of BF Modaraba

Report on the audit of the financial statements

Opinion

We have audited the annexed financial statements of BF Modaraba (the Modaraba), which comprise the statement of financial position as at June 30, 2025, and the statement of profit or loss, statement of other comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of the audit.

In our opinion and to the best of our information and according to the explanations given to us, the statement of financial position, statement of profit or loss and statement of other comprehensive income, the statement of change in equity and the statement of cash flows together with the notes forming part thereof conform with the accounting and reporting standards as applicable in Pakistan and give the information required by the Modaraba Companies and Modaraba (Flotation and Control) Ordinance, 1980 (XXXI of 1980), in the manner so required and respectively give a true and fair view of the state of the Modaraba's affairs as at June 30, 2025 and of the profit and other comprehensive income, the changes in equity and its cash flows for the year then ended.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Modaraba and E.A Management (Private) Limited in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants as adopted by the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Following are the key audit matters:

Sr. No.	Key Audit Matters	How the matter was addressed in our audit
1	Stock in trade (Refer note 10 to the financial statements) Due to the significance of inventory balances and related estimations involved, this is considered as a key audit matter.	Our audit procedures included the following: -Obtained an understanding of internal controls over purchases and valuation of stock in trade and tested, on a sample basis, their design, implementation and operating effectiveness. -Attended physical inventory count performed by the Company.

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		-Obtained confirmations from third party where the inventory is held by third party, for confirming the quantity and condition of the stock. -Obtained and reviewed the inventory count report of the management and assessed its accuracy on a sample basis. -Performed NRV test to ensure that the inventory is valued at lower of cost and NRV.
2 Lo (R Th an thr sig est ma	ng Term Investments efer note 6 to the financial statements) e Company have invested in the quoted companies d modarabas, and has classified it as fair value ough other comprehensive income. Due to the nificance of investment balances and related imations involved, this is considered as a key audit tter.	Our audit procedures included the following: -Obtained an understanding of the process relating to classification of investment in the fair value through other comprehensive income. -Performed test of details on a valuation of the investment at fair value including verification of investment rates which are available at PSX website. -Insured that the unrealized gains of these investments have been appropriately classified in the other comprehensive income. -Ensured the adequacy of disclosures in accordance with applicable financial reporting standards.

Responsibilities of management and board of directors for the financial statements

Management of the Modaraba Company is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting and reporting standards as applicable in Pakistan and the requirements of the Modaraba Companies and Modaraba (Flotation and Control) Ordinance, 1980 (XXXI of 1980) and for such internal control as management of the Modaraba Company determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management of the Modaraba is responsible for assessing the Modaraba’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management of the Modaraba either intends to liquidate the Modaraba or to cease operations, or has no realistic alternative but to do so.

Board of directors of the Modaraba Management Company are responsible for overseeing the Modaraba’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

A Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud

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is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Modaraba’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management of the Modaraba Company.
Conclude on the appropriateness of management of the Modaraba Management Company’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Modaraba’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Modaraba to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the board of directors of the Modaraba Management Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the board of directors of the Modaraba Management Company with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other legal and regulatory requirements

Based on our audit, we further report that in our opinion:

a) Proper books of account have been kept by the Modaraba Management Company in respect of the Modaraba as required by Modaraba Companies and Modaraba (Flotation and Control) Ordinance, 1980 (XXXI of 1980);
b) the statement of financial position, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes thereon have been drawn up in conformity with the Modaraba Companies and Modaraba (Flotation and Control) Ordinance, 1980 (XXXI of 1980) and are in agreement with the books of account;
c) business conducted, investments made, and expenditure incurred during the year by the Modaraba were in accordance with the objects, terms and conditions of the Modaraba; and
d) no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980);

The engagement partner on the audit resulting in this independent auditor’s report is Adnan Zaman.

Chartered Accountants Karachi Dated: October 02, 2025

UDIN: AR202510242Db6iHWIKg

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B.F. Modaraba
Statement of Financial [Position]
As at June 30, 2024
2024 2023
ASSETS Note wawenenenne= Rupees-------------
Non-current assets
Furniture and equipment 4 15,120 17,276
Long term deposits 5 40,019 40,019
Long term [investments] 6 §1,322,228 38,739,059
Diminishing [Musharaka] 7 17,926,053 8,747,881
69,303,420 47,544,235
Current assets
Prepayments and other receivables 9 8,418,093 9,636,699
Current portion of Diminishing [Musharaka] 7 11,103,718 3,147,290
Advancetax - net 3,522,113 3,759,858
Stock in trade 10 41,689,549 48,048,890
Cash and bank balances 11 11,553,945 1,573,030
76,287,418 66,165,767
Total assets 145,590,838 113,710,002
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 12 1,673,986 1,895,744
Due to Management Company 19 854,221 -
Unclaimed dividend 1,690,889 1,690,889
4,219,096 3,586,633
Certificate holders' equity
——Certificate capital 13 75,151,587 75,151,587
Reserves 14 48,615,351 41,234,881
123,766,938 116,386,468
Unrealized gain / (loss) on re-measurement [of][ investments]
classified as fair value through [other] comprehensive [income] 15 17,604,802 (6,263,099)
Total liabilities and equity 145,590,838 113,710,002
py
Contingencies and [commitments] 16 - -
The annexed notes from | [to] [26] [form] an integral part [of][ these] [financial] [statements.]
FOR E.A Management (Private) [Limited]
(Management Company)
Chairman Chief Executive Director Chief Financial Officer
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B.F. Modaraba
Statement of Profit or Loss
For the ended June 30, [2024]
year
2024 2023
Note waren eenne= Rupees-------------
Revenue - net
Trading Income 4,496,483 -
Dividend - net of Zakat 17 5,985,854 6,221,357
Profit on bank deposits 1,234,895 328,195
Diminishing [Musharakah] [income] 6,727,795 2,832,050
Realized gain on redemption of mutual [fund] [units] - 1,075,714
Unrealized gain / (loss) on remeasurement of
investments in units of mutual funds - 2,500
18,445,027 10,459,816
Administrative expenditure
Operating expenses 18 (10,244,566) (8,353,612)
Share of loss from long term [Musharaka] 8 - (7,415,919)
Other income 341,744 181,760
Profit / (loss) before charging Management Company's
remuneration 8,542,205 (5,127,955)
Management Company's [remuneration] 19 (854,221) -
Provision for Worker's Welfare Fund (153,760) -
Profit / (loss) before taxation 7,534,224 (5,127,955)
Final Taxes 20 (815,182) (871,155)
Income tax
Current Tax- For the 20.2 (449,653) -
year
-Prior -
year
Deferred tax -
Profit / (loss) after taxation 6,269,389 (5,999,110)
Earning (loss) per [certificate] [-] [basic] [and] [diluted] 21 0.83 (0.80)
/
yp”
The annexed notes from | to [26] [form] an integral part [of][ these] [financial] [statements.]
FOR E.A Management (Private) [Limited]
(Management Company)
Chairman Chief Executive Director Chief Financial Officer
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PATTERN OF CERTIFICATE HOLDING AS AT JUNE 30, 2025

*NO. OF CERTIFICATE* *HOLDERS*	*CERTIFICATE HOLDING*	*TOTAL* *CERTIFICATES HELD*

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1190 TOTAL 7,515,158

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CATEGORIES OF CERTIFICATE HOLDINGS AS AT JUNE 30, 2025

*CATEGORIES OF CERTIFICATE HOLDINGS* *AS AT JUNE 30, 2025*	*ERTIFICATE HOLDINGS* *UNE 30, 2025*	*ERTIFICATE HOLDINGS* *UNE 30, 2025*	*ERTIFICATE HOLDINGS* *UNE 30, 2025*
Total Certificates Held Percentage % Number of Certificate Holders Director CEOand their Spous and Minor Children Holding Associated Companies, Undertaking and related Parties NIT and ICP Trustee National Bank of Pakistan, Pension Fund 41,908 0.5576 Trustee National Bank of Pakistan, Benevolent Fund 1,471 0.0196 M/S. ICP 7,399 0.0985 National Bank of Pakistan Ltd 756 0.0101 IDBP (ICP Unit) 142 0.0019 Mr. Omar Amin Bawany - Chief Executive 29,411 0.3914 Mrs. Rukhsana 366,447 4.8761 Mr. Ahmed Ali Bawany - Chairman 730,258 9.7171 Hamza Omar Bawany - Direcotor 42,539 0.5660 7 1,168,655 15.5506 E.A Management (Pvt) Ltd. 939,394 12.5000 Faran Sugar Mills Ltd. 939,394 12.5000 2 1,994,512 26.5399	Total Certificates Held Percentage % Number of Certificate Holders
		41,908 0.5576 1,471 0.0196 7,399 0.0985 756 0.0101 142 0.0019 29,411 0.3914 366,447 4.8761 730,258 9.7171 42,539 0.5660 1,168,655 15.5506 939,394 12.5000 939,394 12.5000 1,994,512 26.5399
		41,908 1,471 7,399 756 142	0.5576 0.0196 0.0985 0.0101 0.0019

Total Certificate Holders Holding Five percent or more Sind Particle Board Mills Mrs.Shaheda Muhammad Amin Mrs.Gulshan Ara Muhammad Amin Mrs.Aisha Bai Muhammad Amin DIVIDUALS VESTMENT COMPANIES JOINT STOCK COMPANIES FINANCIAL INSTITUTIONS OTHERS CHARITABLE TRUSTS COOPERATIVE SOCIETIES	7 51,676 0.6876 675,629 8.9902 548,670 7.3008 510,551 6.7936 520,393 6.9246 5 2,255,243 30.0093 11511,830,041 23.99 1 1 0 9 117,141 1.56 2 10456 0.1391 1 1,899 0.003 2 80707 1.0739 1 4827 0.0642
	1190 7,515,158100

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1. 2. M 3.Mr 4. M 5. Ms 6. M 7. Sh	July 2024-June 2025 NUMBER OF MEETINGS
	Name of Director No. of BOD Meetings No. of Audit Committee Meetings Attended No. of HR & R Committee Meeting Attended Attended
	1 1 4 4 Mr. Muhammad Omar Amin Bawany r. Ahmed Ali Mohammad Amin Bawany . Bilal Omar Bawany r. Muhammad Samiullah . Tasneem Yusuf 4 N/A 2 N/A 1 4 4 N/A 4 N/A N/A uhammad Altamash Bawany 2 N/A N/A eryar Bawany 2 N/A N/A
KEY OPERATING AND FINANCIAL DATA Rs. 000’s
Year 20252024 2023 2022 2021 2020
Paid-up Capital Equity Net Bonus Cash Dividend Earning / (Loss) Per Certificate (Rs.) 75,151 75,151 75,151 75,151 75,151 75,151 - -- - After 149,511 123,767 116,386 124,148 143,017 137,511 Operating Revenue 33,145 18,445 10,460 7,940 12,772 10,867 5% - - - - - - - 1.960.83 (0.80) (2.011) 0.73 0.35 Tax 14,697 6,269 (5,999) (15,511) 5,506 2,657 Profit / (Loss)

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE CERTIFICATE HOLDERS OF BF MODARABA

Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of E.A Management Company (Private) Limited, the Modaraba Management Company of BF Modaraba (the Modaraba) for the year ended June 30, 2025 in accordance with the requirements of regulation 36 of the Regulations.

The responsibility for compliance with the Regulations is that of the Board of Directors of the Modaraba Management Company. Our responsibility is to review whether the Statement of Compliance reflects the status of the modaraba’s compliance with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is limited primarily to inquiries of the modaraba’s personnel and review of various documents prepared by the Modaraba Management Company to comply with these Regulations.

As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors’ statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company’s corporate governance procedures and risks.

The Regulations require the Modaraba Management Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee.

Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Modaraba Management Company’s compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Modaraba for the year ended June 30, 2025.

Further, we highlight below the explanation for non-compliance with the requirements of the Code as stated in paragraph 19 of the Statement of Compliance:

S.	No Nature of Requirement	Paragraph No.	Description of the Non-Compliance
	1 Explanatory	19(a)	As per provision to the Regulation 6(1) of the Listed Companies (Code of Corporate Governance) Regulations, 2019 which stipulates the mandatory requirement for each listed company to have at least two or one-third members of the Board, whichever is higher, as independent directors and shall explain the reason thereof any fraction contained in such 1/3rdwhich is not rounded up as one. However, as stated in clause 19 of sub-clause(a) of the Statement of Compliance The current Board of Directors of the Company comprises seven members, which constitutes 2.33 as one-third of total number of directors. As the fractional value falls below 0.5, rounding up to one is not warranted. This is particularly so due to the fact that the present independent directors possess the requisite skills, knowledge, and diversified work experience essential for renderingindependent decisions in the best interests of the Company.
	2 Explanatory	19(b)	As per provision to the regulation 24 of the Listed Companies (Code of Corporate Governance) Regulations, 2019, the same person shall not simultaneously hold office of chief financial officer and the company secretary. However, as stated in clause 19 of sub-clause(b) of the Statement of Compliance the management is of the view, currently these positions are held by the same person since considering the volume of business, it is not cost effective for the Modaraba to assign these positions to two separate individuals.

October 02, 2025 UDIN: CR202510242pwjisTlUm

Statement of Compliance with Listed Companies

(Code of Corporate Governance) Regulations, 2019

Name of modaraba: B.F.Modaraba Year ended: June 30, 2025

The Modaraba Management Company (hereinafter referred to as ‘the Company’) has complied with the requirements of the Regulations in the following manner:

1. The total number of directors are 7 as per the following: a) Male: - 6 b) Female: - 1

2. The composition of Board of Directors (‘the Board’) is as follows:

Category	Name
Independent Director	Mr. Muhammad Samiullah
	Miss. Tasneem Yusuf
Executive Director	Mr. Muhammad Omar Amin Bawany
Non-Executive Director	Mr. Ahmed Ali Bawany
	Mr. Bilal Omar Bawany
	Mr. Muhammad Altamash Bawany
	Mr. Sheryar Bawany

3. The directors have confirmed that none of them is serving as a director on more than seven listed companies, including this Company;

4. The Company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures;

5. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the Company;

6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by Board/ shareholders as empowered by the relevant provisions of the Companies Act, 2017 and the Regulations;

7. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Companies Act, 2017 and the Regulations with respect to frequency, recording and circulating minutes of meeting of the Board;

8. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Companies Act, 2017 and the Regulations;

9. Six directors of the Company have already attended Directors’ training program from recognized institutes and one meet the criteria for exemption as stated in proviso to regulation 19(2) of the Regulations;

10. The Board has approved appointment of Chief Financial Officer, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations;

11. Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;

12. The Board has formed committees comprising of members given below:

a) Audit Committee

1.	Mr. Muhammad Samiullah	Chairman
2.	Mr. Ahmed Ali Bawany	Member
HR and Remuneration Committee
1.	Mr. Muhammad Samiullah	Chairman
2.	Mr. Ahmed Ali Bawany	Member
3.	Mr. Muhammad Omar Amin Bawany	Member

13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committees for compliance;

14. The frequency of meetings of the committees were as per following:

a) Audit Committee – Quarterly
b) HR and Remuneration Committee – Yearly

15. The Board has set up an effective internal audit function who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company;

16. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the chief

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executive officer, chief financial officer, head of internal audit, company secretary or director of the Company;

17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Companies Act 2017, the Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard;

18. We confirm that all requirements of the regulations 3, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with.

19. Explanation for non-compliance with requirements, other than regulations 3,7,8,27,32,33 and 36 are as below:

a) As per the proviso to Regulation 6(1) of the Regulations which stipulates the mandatory requirement for each listed company to have at least two or one-third members of the Board, whichever is higher, as independent directors. The current Board of Directors of the Company comprises seven members, which constitutes 2.33 as one-third of total number of directors. As the fractional value falls below 0.5, rounding up to one is not warranted. This is particularly so due to the fact that the present independent directors possess the requisite skills, knowledge, and diversified work experience essential for rendering independent decisions in the best interests of the Company.
b) As per the proviso to regulation # 24 of Listed Companies (Code of Corporate Governance Regulations 2019, the same person shall not simultaneously hold the position of Company Secretary and Chief Financial Officer. However, currently these positions are held by the same person since considering the volume of business, it is not cost effective for the Modaraba to assign these positions to two separate individuals.

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______
Chairman
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NOTICE OF ANNUAL REVIEW MEETING

The 2 6[TH] Annual Review Meeting of the Certificate Holders of B.F. Modaraba will be held on Monday October 2 7 , 202 5 at 4:00 p.m. at the registered office of Modaraba at Plot No. 43-1-E, (B) P.E.C.H.S, Block-6, Off Razi Road, Shahrah-e-Faisal, Karachi, to review the performance of the Modaraba for the year ended June 30, 202 5 . The

Certificate Transfer Books of the Modaraba will remain closed from October 2 1 ,

202 5 to October 2 7 202 5 (both days inclusive). Transfers received at the Share Registrar Office, M/s. C & K Management Associated (Pvt.) Ltd, M-13, Progressive Plaza, Plot No. 5 - CL - 10, Civil Lines Quarter, Beaumont Road, Karachi -75530, before the close of business hours on October 2 0 , 202 5 , will be treated in time.

[Ordinary Business ]

The financial statements June-202 5 of the Modaraba can be accessed through the following weblink and QR enabled code:

http://bfmodaraba.com.pk/wp-content/themes/bf-modaraba/docs/year2025/AnnualAccounts-June-2024-2025.pdf

Dated: October 0 6 , 202 5

Muhammad Ayub Company Secr et ary

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VISION

To provide financial products translating and services within the spirit of Islamic Shariah and in accordance with the law to contribute in the promotion of the law and to contribute towards fulfilling our responsibilities in building a progressive society.

MISSION

To engage effectively, responsibly and profitability in providing financial products and services consistently seeking high standard of performance to maintain a long term success position in the competitive environment. This will be achieved by:
Introducing a just and equitable financial system by being a good multipurpose financial institution;

Providing a range of specialized services working on Shariah principles to sustain continuous earning growth through effective management of its existing resources and through selective investment and financing.

Providing for reasonable and just profit, prudent growth and pursuit of better efficiency.
Focusing on serving our clients and customers building relationship with them based on trust and mutual benefit; and
Fulfilling our responsibilities to satisfy the certificate holders, clients and the employees.

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AI assistant

B.F. Modaraba — Annual Report 2025

71663_rns_2025-10-06_5615df83-d8f4-41e4-8ab2-cdc85661da63.pdf

B. F. MODARABA

37 ANNUAL REPORT 2025

CONTENTS

HUMAN RESOURCE & REMUNERATION COMMITTEE

LEGAL ADVISOR

MODARABA AUDITORS

BANKERS

REGISTERED OFFICE

EMAIL & WEBSITE

SHARES REGISTRAR

CHAIRMAN'S REVIEW REPORT

FINANCIAL RESULTS

REVIEW OF OPERATIONS

FUTURE OUTLOOK

CORPORATE GOVERNANCE

COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

BOARD MEETINGS

PATTERN OF CERTIFICATE HOLDERS

KEY OPERATING & FINANCIAL DATA

AUDITORS

ACKNOWLEDGEMENT

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DISCLOSURES

STRATEGIC OBJECTIVES ON ESG

GENDER PAY GAP STATEMENT

Karachi

Shari’ah Advisor Report For the financial year ended June 30, 20 25

INDEPENDENT AUDITOR’S REPORT

Report on the audit of the financial statements

Opinion

Basis for opinion

Key Audit Matter

PATTERN OF CERTIFICATE HOLDING AS AT JUNE 30, 2025

CATEGORIES OF CERTIFICATE HOLDINGS AS AT JUNE 30, 2025

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE CERTIFICATE HOLDERS OF BF MODARABA

Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019

Statement of Compliance with Listed Companies

(Code of Corporate Governance) Regulations, 2019

a) Audit Committee

NOTICE OF ANNUAL REVIEW MEETING

[Ordinary Business ]

VISION

MISSION

More from B.F. Modaraba

B.F. Modaraba Annual Report 2025

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