Bank Makramah Limited (PSX: BML) is set to move forward with a capital reduction and strategic restructuring initiative designed to enhance shareholder value while laying the foundation for long-term operational and financial stability. The bank’s management has emphasized that the post-restructuring adjustments will preserve total market capitalization, protect shareholder net worth, and support a sustainable growth path.
According to the company’s filing, the capital reduction exercise has been structured in line with corporate governance best practices to ensure that shareholders’ investment value remains intact. As part of the process, the bank’s share price will be proportionally adjusted on February 2, 2026. The opening price on that date will be determined by multiplying the closing price of January 30, 2026, by a factor of 18.99003516. This technical adjustment is intended to reflect the revised share structure following the capital reduction, without resulting in any dilution of existing shareholder holdings.
The bank clarified that this price adjustment mechanism ensures continuity in investment value before and after the restructuring. Shareholders will retain the same economic interest in the bank, despite the reduction in the number of outstanding shares, thereby maintaining consistency in valuation metrics.
A central component of the restructuring involves the merger of M/s Global Haly Development Limited (GHDL) into Bank Makramah. The transaction has been executed under the ultimate ownership of His Excellency Nasser Abdulla Hussain Lootah, who continues to retain full control of the bank. The filing confirms that this merger represents a realignment within the same controlling ownership group and does not result in any change to the bank’s management structure or operational control.
From a financial performance perspective, Bank Makramah has already shown notable improvement. The bank has reported net profits for the first nine months of the current financial year, supported by recoveries of non-performing loans, the sale of non-banking assets, and equity injections amounting to Rs15 billion from the Sponsor. These measures have significantly strengthened the bank’s balance sheet and improved earnings quality.
As a result of these corrective actions, the bank’s Earnings Per Share (EPS) has turned meaningfully positive, which management views as a key milestone in restoring financial health. The improvement in profitability has also positioned the bank on a clearer path toward future dividend distributions, subject to regulatory approvals and board decisions.
In a move aimed at ensuring fairness and alignment with market realities, the Sponsor has proposed a revision to the share swap mechanism associated with the restructuring. The original swap ratio, which was based on a share value of Rs2.14, will now be adjusted to reflect a current market value of Rs6.25 per share. This revision is intended to better reflect prevailing market conditions and improve equity alignment among shareholders.
As a consequence of this adjustment, the Sponsor’s shareholding will be reduced from approximately 86 percent to around 76 percent. The bank stated that this reduction is consistent with its long-term growth strategy and is expected to benefit all shareholders by improving free float and enhancing market perception.
To date, the Sponsor’s cumulative investment in Bank Makramah has reached Rs41 billion, underscoring a strong commitment to the institution’s turnaround and long-term prospects. Management believes this sustained capital support reflects confidence in the bank’s intrinsic value and reinforces its focus on stability and growth.
With the majority of restructuring measures now approaching completion, the board and management remain focused on strengthening the bank’s market position, improving operational efficiency, and maximizing shareholder returns. The bank has reiterated its commitment to prudent governance, disciplined growth, and value creation as it enters the next phase of its transformation.
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