Mudarabah · Shariah-Compliant · Seed Round
kopi.Gizi
Specialty Coffee Roastery · Gizi Food · Brunei Darussalam
Mudarabah Seed Round
مضاربة — شراكة قائمة على المشاركة في الأرباح
A Shariah-compliant profit-sharing partnership to seed Brunei's next specialty coffee roastery. All returns are tied directly to actual business performance — no riba, no fixed guaranteed return, full transparency.
Raise Target
BND 12,000
External Seed Capital
Min. Investment
BND 1,000
per Mudarabah cert.
Investor Nisbah
60%
collective profit share
Term
12 mo.
Year 1 · Year 2 option
What is Mudarabah?
المضاربة — Al-Mudarabah
Mudarabah is one of the foundational profit-sharing contracts in Islamic finance, recognised by Islamic scholars since the early period of Islam and practised by merchants along the trade routes of Arabia. One party — the Rabb ul-Mal (رب المال) — provides capital. The other — the Mudarib (مضارب) — provides skill, expertise, and management. Profit is divided by a pre-agreed ratio called the Nisbah (نسبة). There is no interest (Riba). No guaranteed return. Only honest participation in real business outcomes.
Key Islamic Finance Terms Used in This Agreement
رب المالRabb ul-Mal — Capital Provider (Investor)
مضاربMudarib — Managing Partner (Team)
نسبةNisbah — Profit-Sharing Ratio
رأس المالRa's al-Mal — The Principal Capital
ربحRibh — Profit
خسارةKhasarah — Loss
أمانةAmanah — Trust & Fiduciary Duty
رباRiba — Interest (strictly prohibited)
حصةHissah — Each investor's individual share
بركةBarakah — Blessing in legitimate earnings
توكّلTawakkul — Trust in Allah's outcome
مضاربة مقيّدةMudarabah Muqayyada — Restricted Mudarabah
The Two Parties
Capital Provider
Rabb ul-Mal · رب المال
You — the Investor
Provides Ra's al-Mal (seed capital in cash).
Bears financial risk proportionally.
Entitled to Nisbah (profit share) when profit occurs.
No role in day-to-day management.
Capital returned at end of term after liabilities.
⟷
Managing Partner
Mudarib · مضارب
kopi.Gizi — 5-Man Team
Provides skill, expertise, labour, and full operations.
Contributes equipment & tools (in-kind commitment).
Bears loss of time & effort if venture fails.
Operates under full Amanah to the Rabb ul-Mal.
Provides monthly transparency reports.
Why Mudarabah — not a conventional loan
What this arrangement IS
- A Shariah-compliant profit-sharing partnership
- Returns tied entirely to actual business performance
- Fair: both parties bear proportional risk
- Transparent: monthly reports, open books
- Community-based: your capital helps a Bruneian business grow
- A potential source of Barakah — income from halal enterprise
What this arrangement is NOT
- Not Riba — no fixed interest or guaranteed return promised
- Not a loan — capital is at risk, not a debt obligation
- Not a deposit — not covered by bank guarantee schemes
- Not equity/shares — no permanent ownership stake acquired
- Not speculative — tied to real physical goods and operations
The Business — 30-Second Pitch
kopi.Gizi in plain terms
We are a specialty coffee roastery launching in Brunei. We buy high-quality green coffee beans, roast them to specialty grade, and sell them directly to consumers and cafés. Our five-man team includes three professional roasters and brewers — the craft is in-house from day one. We start with a secondhand Aillio Bullet R2 v2 roaster (900g capacity), roasting ~112kg/month, supplying cafés and retail customers. The goal: become Brunei's primary specialty coffee bean supplier by Year 3.
Market
Brunei
Underserved specialty segment
Phase 1 Output
~112kg
roasted beans/month
Y1 Revenue Target
BND 101K
conservative projection
Y1 Net Profit Target
BND 27K
at full ramp-up
The Mudarib — 5-Man Founding Team
AS
Arif Salleh
Creative Director & Co-Founder — Brand, marketing, digital, business systems
Aillio R2 v2 roaster + digital infrastructure
R1
Roaster / Brewer I
Head Roaster — Roast profiling, batch consistency, quality control
Small roaster (own) + brewing equipment
R2
Roaster / Brewer II
Roaster & Operations — Production support, sourcing, café brewing
Brewing equipment + roasting expertise
M4
Team Member IV
Operations & Logistics — Fulfilment, delivery, B2B account management
Operational support
M5
Team Member V
Sales & Events — Catering operations, café client acquisition
Sales network + event logistics
Mudarib Commitment Capital (In-Kind)
What the team brings to the table — before a single ringgit from investors
The kopi.Gizi team contributes significant in-kind assets as their Mudarib commitment — this is their demonstrated skin in the game. These assets directly reduce the cash needed from investors and demonstrate genuine commitment to the venture.
| Asset | Contributor | Description | Est. Value (BND) |
|---|
| Aillio Bullet R2 v2 roaster | Arif | 900g specialty roaster. Primary Phase 1 production machine. | 3,500 |
| Second roaster (TBC brand) | Roaster I / II | Team-owned small drum roaster. Backup + supplementary production. | 1,200 |
| Brewing equipment (espresso + filter) | Team | Commercial-grade brewing kit for catering events and café. | 1,500 |
| Professional roasting expertise | 3 roasters | Years of combined roasting and barista experience. Zero hiring cost for roastery operations. | — |
| Digital & brand infrastructure | Arif | Website, e-commerce, social media presence, branding (in-house). | 300 |
| Total Mudarib In-Kind Contribution | ≈ BND 6,500 |
Total Seed Capital Pool — Ra's al-Mal
Capital Pool — BND 18,500 Total
Mudarib in-kind contribution — BND 6,500 (35.1%)
Rabb ul-Mal cash capital — BND 12,000 (64.9%)
Mudarib (Team)
BND 6,500
In-kind equipment contribution
Rabb ul-Mal (Investors)
BND 12,000
Cash seed capital target
Total Ra's al-Mal
BND 18,500
Full seed capital pool
How Investor Capital (Ra's al-Mal) Will Be Used
| Allocation | Description | Amount (BND) | % of Raise |
|---|
| Green bean first shipment (100–150kg) | Specialty grade. Ethiopia, Colombia, or Brazil. First 2 months of stock. | 3,200 | 26.7% |
| Packaging — 3-month supply | Kraft bags, labels, boxes, sealer, label printer. | 1,100 | 9.2% |
| Business registration & permits | ROC, trade licence, food handler certs, BDNSF import permit, MUIB Halal. | 1,200 | 10.0% |
| Import freight + customs (first 2 shipments) | Sea freight + customs clearance for first two green bean shipments. | 700 | 5.8% |
| Launch marketing & brand materials | Photography, social media launch content, café pitch samples, giveaways. | 500 | 4.2% |
| Working capital buffer (2 months OpEx) | Covers operating expenses before revenue stabilises. Critical safety net. | 5,300 | 44.2% |
| Total Investor Capital Deployed | BND 12,000 | 100% |
Nisbah — Profit-Sharing Ratio
Overall Nisbah Structure
Rabb ul-Mal Pool
60%
of Net Profit
Mudarib Share
40%
of Net Profit
The investor pool collectively receives 60% of net profit. Each individual investor's Hissah (حصة) is proportional to their Ra's al-Mal contribution relative to the total BND 12,000 raised.
Your Individual Hissah Formula
(Your Capital ÷ BND 12,000) × 60%
This is your personal Nisbah — your share of company net profit for the year.
Example: BND 1,000 investor
(1,000 ÷ 12,000) × 60% = 5.0% of net profit
At BND 20,000 net profit: 5% × 20,000 = BND 1,000 ribh (profit)
Investment Tiers — Mudarabah Certificates
Hissah (حصة)5.0% of net profit
Grace period3 months
DistributionAnnual, Year 1 end
Capital returnAfter Year 1
Conservative ribh~ BND 400
Target ribh~ BND 1,000
Target total return~ BND 2,000
Hissah (حصة)12.5% of net profit
Grace period3 months
DistributionAnnual, Year 1 end
Capital returnAfter Year 1
Conservative ribh~ BND 1,000
Target ribh~ BND 2,500
Target total return~ BND 5,000
Hissah (حصة)25.0% of net profit
Grace period3 months
DistributionAnnual, Year 1 end
Capital returnAfter Year 1
Conservative ribh~ BND 2,000
Target ribh~ BND 5,000
Target total return~ BND 10,000
Important — How the Nisbah cap works
All three tiers assume the full BND 12,000 is raised. If fewer investors participate (e.g. only BND 8,000 raised), each investor's individual Hissah increases proportionally — the investor pool still gets 60% collectively, but there are fewer people sharing it. Conversely, maximum investor count is BND 12,000 ÷ BND 1,000 = 12 investors at Tier 1. The total investor pool Nisbah never exceeds 60% regardless of the raise amount.
All projections are estimates — Nisbah is tied to actual performance
The figures below are based on the kopi.Gizi Year 1 financial model. Actual ribh (profit) depends on sales velocity, café client acquisition, and operational execution. If net profit is lower than projected, investor distributions are proportionally lower. This is the fundamental nature of Mudarabah — honest participation in actual outcomes, not a fixed promised return.
Return Scenarios — Per Investment Tier
| Scenario |
Y1 Net Profit |
BND 1,000 (Biji) |
BND 2,500 (Tunas) |
BND 5,000 (Pokok) |
Notes |
| Conservative |
BND 8,000 |
BND 400 ribh
Total return BND 1,400 |
BND 1,000 ribh
Total return BND 3,500 |
BND 2,000 ribh
Total return BND 7,000 |
Slow B2B ramp, limited café clients secured |
| Moderate |
BND 15,000 |
BND 750 ribh
Total return BND 1,750 |
BND 1,875 ribh
Total return BND 4,375 |
BND 3,750 ribh
Total return BND 8,750 |
5–6 B2B café clients by Month 6, steady retail |
| Target |
BND 20,000 |
BND 1,000 ribh
Total return BND 2,000 |
BND 2,500 ribh
Total return BND 5,000 |
BND 5,000 ribh
Total return BND 10,000 |
8+ B2B clients, catering 3×/month, retail growing |
| Strong |
BND 27,300 |
BND 1,365 ribh
Total return BND 2,365 |
BND 3,413 ribh
Total return BND 5,913 |
BND 6,825 ribh
Total return BND 11,825 |
Full capacity by Month 8, strong B2B & catering |
| Nil profit scenario |
BND 0 |
BND 0 ribh — capital at risk |
BND 0 ribh — capital at risk |
BND 0 ribh — capital at risk |
Full Mudarabah disclosure — see terms |
Distribution & Reporting Timeline
Month 1
Launch & setup
Capital deployed
Month 3
Grace period ends
Reports begin
Month 4
First break-even
month projected
Month 6
Phase 2 round
opens for larger
Mudarabah
Month 8
Full capacity
target reached
Month 12
Year 1 end
Ribh distributed
Capital returned
Monthly Reporting — Amanah to Investors
What every Rabb ul-Mal receives every month
As part of the Amanah (trust) obligations of the Mudarib, kopi.Gizi commits to sending every investor a monthly report containing:
Operational: kg roasted, kg sold, active B2B café clients, catering events run
Financial: Gross revenue, operating costs, net profit for the month
Distribution: Your Hissah amount for the period (if profit recorded)
Forward-looking: Key developments, challenges, next month outlook
Reports are delivered by the 10th of each following month. No profit period = no distribution, but the report still arrives.
Core Mudarabah Agreement Terms
-
1
Profit sharing only (Ribh bi-Nisbah)
The Rabb ul-Mal receives their agreed Nisbah of actual net profit only. No fixed or guaranteed return (Riba) is promised or implied. Returns are purely a function of business performance. This is the core principle of Mudarabah and both parties accept this fully at the point of agreement.
-
2
Performance-based distribution (Tawzee' bil-Nisbah)
If net profit in Year 1 is lower than projected, the investor's distribution is proportionally lower. If no net profit is recorded for the full year, no ribh distribution is made. If only partial profit is achieved, partial distribution applies.
-
3
Silent capital partner (Rabb ul-Mal as silent investor)
The Rabb ul-Mal has no role in day-to-day management, operational decisions, supplier choices, pricing, or staffing. kopi.Gizi (Mudarib) retains full operational authority. The investor's trust is placed in the Mudarib's Amanah, not in direct oversight.
-
4
Monthly transparency reporting (Kashf ul-Hisab)
Every Rabb ul-Mal receives a monthly financial and operational report by the 10th of each month. Covering: revenue, expenses, net profit, their Hissah distribution (if applicable), and business progress. Transparency is an obligation of Amanah, not a courtesy.
-
5
Capital return at term end (Radd Ra's al-Mal)
At the end of the 12-month Mudarabah term, the Rabb ul-Mal's Ra's al-Mal (principal capital) is returned in full after all business liabilities are settled — provided the venture has sufficient assets. Capital is at risk in the event of genuine business loss (see Loss Scenario below).
-
6
One-time Seed Round placement
This Mudarabah Seed Round is a one-time offering with a fixed total capital target of BND 12,000. Placements are accepted on a first-come basis until the target is reached. A separate and distinct Phase 2 Mudarabah round will open from Month 6 for larger-scale, longer-term participation.
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7
Halal operations (Mashru'iyyah)
All kopi.Gizi operations are conducted in full compliance with Islamic principles. Products will carry MUIB Halal certification. No activities involve Haram (prohibited) goods, practices, or partners. The venture's legitimacy under Islamic law is a standing commitment, not a one-time declaration.
Full Disclosure — Loss Scenario (Khasarah)
What happens if the venture does not succeed
This is stated clearly in the spirit of Amanah:
Financial loss: If kopi.Gizi fails to generate net profit or closes within Year 1, the Rabb ul-Mal (investor) will receive a proportional share of remaining liquid capital after liabilities are settled — which may be partial or, in a worst case, nil.
Mudarib loss: kopi.Gizi team bears the full loss of time, labour, expertise, and the in-kind equipment they contributed. They receive nothing in a loss scenario.
What is NOT covered: This is not a bank deposit. There is no deposit insurance, government guarantee, or third-party protection on the Ra's al-Mal. Invest only what you are prepared to lose in the event of genuine business khasarah (loss).
This disclosure is given not to discourage participation, but because honesty in the terms of engagement is an obligation of Amanah under Islamic finance principles.
Phase 2 — Larger Mudarabah Round (Month 6+)
Phase 2 Mudarabah — What to expect
Once 6 months of active operation are confirmed and financial performance is established, kopi.Gizi will open a second Mudarabah round targeted at:
Larger individual placements: BND 5,000 – BND 20,000+
Longer term: 24–36 months
Purpose: Fund the 2.4kg roaster upgrade + café space fit-out
Structure: Updated Nisbah based on Month 6 trading performance
Seed Round (Phase 1) investors will receive priority right of first refusal for Phase 2 participation.
Phase 2 unlock conditions
Phase 2 will proceed when kopi.Gizi achieves:
✦ Minimum 4 active B2B café clients
✦ Consistent monthly revenue > BND 6,000
✦ Positive monthly net profit for 2 consecutive months
✦ All Phase 1 seed capital reporting up-to-date
✦ Location for café / roastery identified
Phase 2 Mudarabah terms will be shared separately with interested parties at the time of opening.
How to Participate
1 — Express Interest
Contact Arif Salleh directly. State your preferred tier (BND 1,000 / 2,500 / 5,000). Placements on first-come basis until BND 12,000 target is reached.
2 — Sign the Mudarabah Agreement
A simple written Mudarabah contract (Aqad) is signed by both parties. Recommended to have reviewed by a qualified Islamic finance practitioner or BIBD Islamic Banking advisor before signing.
3 — Transfer Ra's al-Mal
Capital transferred via bank transfer to kopi.Gizi business account. Confirmation of receipt and official Mudarabah certificate issued within 3 working days.
Disclaimer
This document is an internal planning brief structured under Islamic Mudarabah (profit-sharing) principles. It is not a licensed financial product, a prospectus, or an offer regulated under Brunei securities law. All projected figures are estimates based on business targets and historical specialty coffee market data — they do not constitute a guarantee of return. Capital contributed under this Mudarabah arrangement is at risk.
This offering is a Seed Round Mudarabah placement for invited participants only. It is not a public offering. Prospective Rabb ul-Mal are encouraged to seek independent Islamic finance or legal advice before committing Ra's al-Mal. For formal verification of Shariah compliance of this structure, please consult Majlis Ugama Islam Brunei (MUIB) or a qualified Islamic finance practitioner at BIBD (Bank Islam Brunei Darussalam).
kopi.Gizi · A Gizi Food venture · Brunei Darussalam · 2026 · v2.0