The Securities and Exchange Commission of Pakistan has approved the change of management control of First IBL Modaraba in favor of ZTP Private Limited, according to a disclosure submitted to the Pakistan Stock Exchange. The approval marks a key regulatory milestone in the transaction process that was initiated last year and remains subject to the completion of applicable requirements.
In its notification to the exchange, the company stated that the approval has been granted under Section 96 of the Securities Act, 2015, along with compliance under relevant Pakistan Stock Exchange regulations. The regulatory clearance enables the proposed transfer of management control to move forward, although final completion will depend on fulfilling all outstanding statutory and procedural conditions.
The company further informed the exchange that it will continue to update the market regarding any material developments related to the transaction. Such disclosures are mandatory under PSX listing requirements to ensure transparency for investors and stakeholders, particularly in cases involving changes in ownership or control structures.
The development follows the signing of a Sale and Purchase Agreement between First IBL Modaraba and ZTP Private Limited in September 2025. After executing the SPA, ZTP applied to the Registrar Modaraba at the SECP to secure the necessary regulatory approvals required to finalize the acquisition of management control. The recent approval indicates that the regulator has reviewed the application in line with statutory provisions governing securities and modaraba entities.
First IBL Modaraba operates as a multi-purpose, perpetual Modaraba under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980. As a Shariah-compliant financial entity, it undertakes Islamic financing activities that include Ijarah, Musharaka, and Murabaha arrangements. These instruments are structured to comply with Islamic commercial jurisprudence, offering asset-backed and profit-sharing financing solutions instead of interest-based lending.
The approval of a change in management control is a regulated process, particularly for financial institutions operating under specialized frameworks such as modarabas. Section 96 of the Securities Act, 2015, governs substantial acquisitions and changes in control, requiring regulatory scrutiny to safeguard investor interests and maintain market integrity. In addition, PSX regulations require timely public disclosure to prevent information asymmetry in the capital market.
While the transaction has received regulatory clearance, it remains conditional upon meeting any additional requirements specified by the SECP. Such conditions may include documentation, compliance confirmations, or other procedural formalities that are standard in corporate restructuring cases involving licensed financial entities.
For market participants, the development signals a potential shift in the strategic direction of First IBL Modaraba under new management. Changes in control often lead to operational restructuring, revised growth strategies, or capital optimization measures, although no such plans have been disclosed at this stage.
The modaraba sector in Pakistan operates within a distinct legal and regulatory framework designed to facilitate Shariah-compliant investment and financing activities. Any transfer of management control within this segment typically undergoes heightened regulatory review due to its fiduciary responsibilities and public investor participation.
As the transaction progresses toward completion, further updates are expected once all regulatory requirements are fulfilled. Until then, the company has reiterated its commitment to keeping the Pakistan Stock Exchange informed, in line with disclosure obligations and governance standards.
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