2025 Annual Report
His Majesty King Hamad bin Isa
Al Khalifa
The King of the Kingdom of Bahrain
His Royal Highness Prince Salman bin Hamad Al Khalifa
Crown Prince and Prime Minister of the Kingdom of Bahrain
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Esterad Investment Company B.S.C 2025
2026 Annual Report
Table of Contents
Corporate Overview
Financial Highlights
08 Chairman's Report
14 Board of Directors
18 CEO's Report
22 Executive Team
25 Portfolio Overview
30 Review Of Operations
34 Corporate Overview
64 Chairman's Statements
67 Independent Auditors' Report
Consolidated Statement of Financial Position
Consolidated Statement of Profit or Loss
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Established in 1973 and listed on the Bahrain Stock Exchange, Esterad Investment Company has pioneered the establishment of key national projects and industries and has a long-proven track record of secure investments across a variety of assets, regionally and internationally.
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Esterad Investment Co. B.S.C.
Coraporte Overview
Esterad is one of the oldest, and leading investment firms in the Kingdom of Bahrain. Established in 1973 and listed on the Bahrain Stock Exchange, Esterad has pioneered the etablishment of key national projects and industries and has a long and proven track record of secure investments in a variety of assets, regionally and internationally. These include Saudi Cement Co, now the largest cement production company in the Kingdom of Saudi Arabia; Balexco, the first privatisation by the Government of Bahrain; and the Bahrain Livestock Firm, amongst many other notable investments.
Esterad investment divisions include Real Estate, Private Equity and Public Market investments. The company invests proprietary capital across a broad spectrum of real estate investments in lucrative locations and sought after destinations. The company also leverages extensive experience and expertise in multi sector private equity, investing in diversified industries including Cement, Aluminum, Retail, Infrastructure and Technology across the GCC. Esterad's Public Instruments division invests capital in both equities and fixed income securities in Bahrain, regionally and internationally.
With an ambition rooted in transformative investments in Bahrain and beyond, the Company's world class management team select investments based on stringent risk parameters, including the value added to its shareholders, and to the economies and societies in which we operate and serve.
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2025 Annual Report
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Financial Highlights
Financial Highlights
2025
Net Profit
(BD '000)
Total Income
(BD '000)
Total Assets
(BD '000)
Total Shareholders Equity
(BD '000)
Key Figures
6,747 11,354 81,021 48,3466
2025
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2025 Annual Report
Financial Performance
Overview (BD'000)
Total Assets
Total Income
2021
3.3
50,300
2022
3.6
53,601
2023
7.9
119,859
2024
12.7
93,100
2025
11.4
81,021
Investment Securities Overview
(as at 31 December 2025)
40%
60%
Quoted Equity Securities Unquoted Equity Securities%
Asset Portfolio Overview (as at 31 December 2025)
Cash & Bank Balances Other Assets Investment Securities Real Estate2% | 16% | 28% | 54% |
Year on Year Financial Performance | |||||
(BD '000) | 2021 | 2022 | 2023 | 2024 | 2025 |
Net Profit (BD) | 1,701 | 2,161 | 5,524 | 6,133 | 6,747 |
Total Income (BD) | 3,361 | 3,696 | 7,977 | 12,752 | 11,354 |
Total Assets (BD) | 50,300 | 53,601 | 119,858 | 93,100 | 81,021 |
Total Liabilities (BD) | 15,596 | 18,099 | 71,996 | 42,017 | 29,127 |
Shareholders' Equity (BD) | 34,240 | 35,501 | 40,198 | 43,377 | 48,346 |
Dividend per share (BD) | 0.006 | 0.006 | 0.020 | 0.020 | 0.015 |
Book Value (BD) | 0.245 | 0.255 | 0.274 | 0.282 | 0.299 |
Return on Equity (%) | 4.97 | 6.09 | 13.74 | 14.14 | 13.96 |
Return on Assets (%) | 3.38 | 4.03 | 4.61 | 6.59 | 8.33 |
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Our
Chairman's Report
2025
Chairman's ReportNabeel Nooruddin
Chairman
The growth in net profitability during the fourth quarter and across 2025 underscores the strength and resilience of our diversified investment platform, as well as our prudent and selective approach to capital deployment.
The establishment of our DFSA-licensed platform in the DIFC marks a significant milestone, enhancing Esterad's regional presence within
a globally recognised financial centre.
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2025 Annual Report
Our Key Achievements
Establishment of our DFSA-licensed platform in the DIFC
Scalable regional expansion through the launch of Esterad Capital
Three successful funds launched across the Group's licensed asset management platforms
Net profit of BD 6,133,826
A 15% recommendation for the dividend
distribution
Notable exit of a labour camp investment in the UAE
To our shareholders,
On behalf of the Board of Directors and management team, I am pleased to present Esterad Investment Company BSC ("Esterad" or the "Company") annual report for the year ended 31 December 2025. This year marked an important phase in our strategic journey, defined by disciplined execution, portfolio repositioning, and the continued strengthening of our investment platform. Despite an evolving global landscape, Esterad delivered solid financial performance while advancing key strategic initiatives that position the Company for sustainable long-term growth.
Performance Overview
The past year marked a defining period for Esterad as we reinforced the foundations of the Company and strengthened its long-term financial resilience. In 2025, Esterad delivered a 10% increase in net profit attributable to shareholders, reflecting the strength of our underlying platform and the disciplined execution of our strategic priorities. Earnings per share rose to 41.8 fils from
39.9 fils in 2024, demonstrating our continued commitment to delivering sustainable value to our shareholders.
Over the course of the year, our primary focus was the optimisation of our balance sheet and the acceleration of our deleveraging programme.
We took decisive steps to reduce leverage, enhance liquidity and improve the efficiency of our capital structure. Profitability growth was driven largely by prudent cost management and a significant reduction in finance costs, as we continued to proactively prepay debt facilities.
These efforts were built on the substantial debt reduction achieved in late 2024 following the sale of the Amwaj Beachfront asset, which marked
a pivotal step in strengthening the Company's financial position.
Today, Esterad stands on firmer financial ground. Our improved leverage profile strengthened liquidity position and growth in shareholders' equity provide us with greater flexibility and resilience in an evolving market environment. This disciplined approach to financial management has not only enhanced earnings quality but has also positioned the Company to capitalise on emerging opportunities from a position of strength.
Looking ahead, we remain committed to a prudent and selective capital allocation strategy. We will continue to focus on high-quality investments with strong fundamentals and
long-term income visibility, while maintaining rigorous risk management standards. The Board remains confident that our disciplined investment philosophy and strengthened balance sheet will support sustainable growth and consistent value creation for our shareholders in the years to come.
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Chairman's Report 2025
Continued...
Our Chairman's Report
Strategic & Corporate Developments
During the year, Esterad made significant progress in executing its long-term strategy and strengthening its regional and international footprint.
A key milestone was the establishment of Esterad Capital Limited in the Dubai International Financial Centre, licensed by the Dubai Financial Services Authority. This platform enhances our asset management capabilities and expands our ability to access regional and international capital while offering institutional-quality investment solutions. The appointment of an experienced leadership team further strengthens our ability to originate and manage high-quality opportunities across markets.
In parallel, Esterad continued to grow its investment portfolio across income-generating and high-growth sectors. During the year, three funds were successfully launched across our licensed asset management platforms, Esterad Capital and Esterad Bank. These managed funds acquired investments in a travel centre in the United States, a domestic real estate commercial asset and a specialised leading healthcare facility in Bahrain, reflecting our focus on essential and defensive sectors with strong income visibility and long-term growth potential.
We also advanced our strategy of disciplined exits and value realisation. Notably, the successful
exit from a labor camp investment located in the UAE, which has generated significant liquidity and reinforced our ability to navigate complex market conditions while delivering attractive outcomes for investors.
ESG and Sustainable Value Creation
At Esterad, sustainability and responsible investing remain integral to our strategy and decision-making. We continue to incorporate environmental, social, and governance principles across our investment processes, risk management frameworks, and corporate practices.
Our approach is guided by a commitment to ethical governance, transparency, and longterm stewardship. We prioritise investments that
create value not only for our shareholders but also for the communities and markets in which we operate. This includes supporting sectors such
as healthcare, infrastructure, and operational real estate that deliver tangible economic and social impact.
We also remain focused on enhancing governance standards, strengthening risk oversight, and embedding sustainability considerations across our operations and investment lifecycle.
Dividend Recommendation
In line with the Company's strong performance, solid financial position, and confidence in its long-term outlook, the Board of Directors is pleased to recommend a dividend distribution to shareholders for the financial year ended
31 December 2025, subject to regulatory and shareholder approvals at the upcoming Annual General Meeting. This recommendation reflects our continued commitment to delivering sustainable returns while maintaining the flexibility to pursue attractive growth opportunities.
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2025
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2025 Annual Report
Future Outlook
As we move into 2026, Esterad remains focused on building on its momentum and advancing its strategic priorities. Our key focus areas include scaling our asset management platform in the UAE, expanding into resilient and income-oriented sectors, enhancing recurring income streams, and continuing disciplined capital allocation.
We are confident that our strengthened platform, diversified portfolio, and experienced team position us well to capitalise on emerging opportunities and navigate evolving market dynamics. We will continue to pursue high-quality investments, strategic partnerships, and innovative structures that deliver consistent and sustainable value.
Appreciation and Recognition
On behalf of the Board of Directors, I would like to express our sincere appreciation to the Wise Leadership of the Kingdom of Bahrain, led by His Majesty King Hamad bin Isa Al Khalifa, King of the Kingdom of Bahrain, and guided by His Royal Highness Prince Salman bin Hamad Al Khalifa, Crown Prince and Prime Minister, for
their continued vision and support, which provide a strong foundation for economic growth and investment. We also extend our gratitude to the Central Bank of Bahrain, the Dubai Financial Services Authority, and all regulatory authorities for their guidance and oversight.
We thank our shareholders for their continued trust and confidence, our partners and clients for their collaboration, and our dedicated employees for their commitment and professionalism. Their collective efforts have been instrumental in Esterad's achievements.
Together, we remain committed to delivering sustainable growth, innovation, and long-term value, ensuring that Esterad continues to build on its legacy as a trusted investment partner for generations to come.
Nabeel Nooruddin
Chairman
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2025 Annual Report
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Our Chairman's Report
The table below that shows the remuneration of members of the Board of Directors and the Executive Management for the fiscal year ended 31 December 2025.
First: Board of Directors' Remuneration Details:
Fixed remunerations
Variable remunerations
Name
Remunerations of the Chairman and Board
Total allowance for attending Board and committee meetings
Others
Total
Remunerations of the Chairman and Board
Incentive plans
Others
Total
End-of-service award
Aggregate amount (Does not include expense allowance)
Expenses Allowance
First: Independent Directors:
1- Fahad Yateem | 30,000 | 3,500 | - | 33,500 | - | - | - | - | - | 33,500 | - |
2- Razi Almurbati | 30,000 | 5,500 | - | 35,500 | - | - | - | - | - | 35,500 | - |
3- Ahmed Jamsheer | 30,000 | 7,000 | - | 37,000 | - | - | - | - | - | 37,000 | - |
4- Mazen Abdulkarim | 30,000 | 7,000 | - | 37,000 | - | - | - | - | - | 37,000 | - |
5- Zayed AlAmin | 30,000 | 4,000 | - | 34,000 | - | - | - | - | - | 34,000 | - |
6- Faris Alkooheji | 30,000 | 6,250 | - | 36,250 | - | - | - | - | - | 36,250 | - |
Second: Non-Executive Directors: | |||||||||||
7- Nabeel Nooruddin | 40,000 | 7,000 | - | 47,000 | - | - | - | - | - | 47,000 | - |
8- Ali Bucheery | 30,000 | 7,000 | - | 37,000 | - | - | - | - | - | 37,000 | - |
9- Hesham Alrayes | - | 4,250 | - | 4,250 | - | - | - | - | - | 4,250 | - |
Total | 250,000 | 51,500 | - | 301,500 | - | - | - | - | - | 301,500 | - |
Notes:
All amounts in Bahraini Dinars.
The Company does not have any variable remuneration payments, end of service benefits, or expense allowances paid to
its directors.
Board remuneration represents allocation of proposed remuneration for 2025, subject to approval of the Annual General Meeting.
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Second: Executive management remuneration details:
Executive management
Total paid salaries and allowances
Total paid remuneration (Bonus)
Any other cash/ in kind remuneration for 2025
Aggregate Amount
Remunerations for executives, including CEO and Senior Financial Officer
621,724 396,740 129,000 1,147,464
Notes:
All amounts in Bahraini Dinars.
Wishing everyone a blessed year ahead.
Nabeel Nooruddin Zayed Al Amin
Chairman Deputy Chairman
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Board Of Directors
Nabeel Nooruddin
Chairman
Mr. Nabeel Nooruddin is an accomplished entrepreneur and business leader with over 30 years of experience in banking, investments, and
entrepreneurship. He has established and led multiple successful ventures in the GCC, combining strategic insight with a deep understanding of global markets.
Throughout his career, he has founded and managed Nabeel Nooruddin Enterprise W.L.L, a firm specializing in luxury vehicle import and export, and co-founded Alpine Wealth Management, where he played a
key role in defining the firm's strategy and client solutions. His expertise focused on establishing and managing portfolios of real estate projects for personal ownership and investment. He holds a Bachelor's degree in Business Administration from Pepperdine University - Malibu, CA.
Zayed A. R. Al-Amin
Vice Chairman
Zayed Al-Amin is a prominent Bahraini Businessman with more than 26 years of experience in the finance and investment sectors.
Zayed holds a post-graduate degree in Finance and Investment from the London School of Business & Finance, London, UK.
Other Board directorships:
Executive Director of A. R. Al-Amin Group
Board Member of Al-Salam Bank, Bahrain
Vice Chairman of Solidarity Group Holding
Board Member of SAYACORP
Board Member of Gulf African Bank, Kenya
Board Member of Seef Properties Co.
Chairman of SAYACORP Aqar
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Razi Al Murbati
Board Member
Razi Almerbati is a CEO GFH Capital S.A. and Group Chief Placement Officer, Placement & Relationship Management at GFH Financial Group. He brings
to his role more than 19 years of experience in the banking and finance sector including a significant track record in Islamic investments and advisory. His areas of expertise include private banking and wealth management as well as private equity.
Previously, Razi served as Head of Investment Development & Distribution for the GCC region at The First Investor in Qatar, a subsidiary of Barwa Bank. Prior to that, he was Regional Director of the Investment Advisory Group of Abu Dhabi Investment House. He is a holder of Bachelor of Science in
Business Information System from "AMA International University."
He currently holds an executive role and board membership in the following companies:
CEO & Group Chief Placement & Relationship
Manager GFH Capital, KSA
Board Member, GBCORP
Board Member, Falcon Cement Company
Ali Bucheeri
Board Member
Ali Bucheeri is the founder and managing director of Rahim Holdings WLL. He brings more than 10 years of experience focused on discovering new businesses opportunities within Franchising, Private Equity and Regional Investments.
He holds a Master of Business Administration (Majored in Marketing & Management) - McCallum Graduate School of Business - Boston, USA.
He currently holds an executive role and board membership in the following companies:
Rahim Holdings and subsidiaries
Serenity Holdings and Subsidiaries
Foodvest Holdings
SF Yacht LLC based out of Dubai
Futurist Holdings
Arabian Coffee Brewers based out of KSA
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Continued...
Board Of Directors
Mazen I. Abdulkarim
Board Member
Mazen Abdulkarim holds over 30 years of banking, private equity and investment experiences gained through working in major financial centers such as Hong Kong, New York, London and Bahrain.
He holds a BSc with honours in Finance from Bentley University in Boston, USA.
Other Board directorships:
Board Member, Gulf Investment Corporation G.S.C, Kuwait
Board Member, Khaleeji Bank B.S.C, Bahrain
Board Member, Sayacorp Aqar W.L.L., Bahrain
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Faris Al Kooheji
Board Member
Faris Al Kooheji is the Chief Executive Officer of ME&F Holdings, which is a private single-family office with investments in Canada, United States, Europe, & Singapore. The office controls direct investments
in real estate, fitness, construction & electrical contracting, hospitality, and its flagship family-only fund that invests in financial securities in developed markets.
Faris is also the Secretary General of the Bahrain Olympic Committee as well as the CEO of Middle East's leading sport facility, Spartan Fitness Bahrain.
He holds a Bachelor of Industrial Engineering from Concordia University as well as a Masters Diploma in Sports Management.
He currently holds an executive role and board membership in the following companies/ organizations:
Managing Director and Chairman of the Executive
Committee of The Art Resort & Hotel
Board Member of KECC
Board Member of Wildcat Royalty Corporation
Member in the Coordination Committee for the 20th Asian Games in Aichi Nagoya, Japan 2026
Ahmed Abdulrahman Jamsheer
Board Member
Ahmed Jamsheer is the Head of Treasury Investments at GFH Financial Group, a leading publicly listed entity with more than $21bn in assets under management.
Ahmed leads the Groups investment strategy in equities, fixed income, structured products, alternative investments, and money markets. Ahmed has more than 16 years of diverse experience in investments, debt and capital markets raising, finance and risk management across various sectors and regions.
Ahmed holds a Master of Science in Finance from Bentley University with high distinction and a Bachelor of Business Administration with a major in Finance and minor in Information Technology with distinction.
Fahad Yateem
Board Member
Fahad Yateem is a seasoned banking professional with over 15 years of experience in banking and banking regulations. He began his career as a Risk Analyst with Bahrain Islamic Bank in 2007. In 2008, he joined the Central Bank of Bahrain (CBB) as a Banking Examiner, where he was responsible for conducting full-scope examinations of all types of financial institutions. He was then promoted to the position of Director at CBB in 2015, where he oversaw two major sectors: Islamic banks and ancillary service providers. During his time at CBB, he was involved in the creation of numerous regulations and was in charge of overseeing their implementation by relevant institutions.
Fahad currently provides private consulting services in the areas of governance, risk management, compliance and anti-money laundering (AML), Islamic banking, Sharia compliance, financial reporting,
and internal controls. He is a graduate of the SOAS University of London, where he holds a Master's degree in Banking. He is also a Certified Public Accountant (CPA), Certified Management Accountant (CMA), and Certified Islamic Professional Accountant (CIPA).
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Our CEO's ReportAhmed Abdulrahman
Chief Executive Officer
Our results reflect the combined impact of disciplined portfolio management, selective capital deployment, and the successful execution of value-accretive transactions across our core investment verticals.
With a strengthened platform, enhanced regional presence, and a disciplined investment philosophy, Esterad is well-positioned to sustain positive momentum and deliver consistent, long-term returns to shareholders.
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Message from the CEO
Navigating a Dynamic Economic Environment
The past year unfolded against a complex global economic backdrop, shaped by evolving monetary policies, geopolitical developments, and persistent market volatility. Despite these challenges, the Kingdom of Bahrain continued to demonstrate resilience and steady progress in advancing its economic diversification agenda. Ongoing reforms, strong financial sector regulation, and a supportive investment climate have reinforced Bahrain's position as a regional financial hub and an attractive destination for capital.
Across the GCC, governments continued to implement ambitious economic strategies aimed at strengthening non-oil sectors and expanding investment opportunities. Major initiatives in infrastructure, tourism, technology, and financial services have supported economic activity across the region and created new avenues for cross-border investments. This regional momentum has continued to present compelling opportunities for institutions with the expertise and discipline to identify value across multiple markets.
Globally, investors navigated an environment characterised by inflationary pressures, shifting interest rate cycles, and macroeconomic uncertainty. These dynamics reinforced the importance of prudent investment strategies, disciplined capital deployment, and portfolio diversification. Against this backdrop, Esterad remained focused on identifying resilient opportunities capable of generating sustainable long-term returns while maintaining a balanced and well-managed portfolio.
Delivering Strong Financial Performance
Despite the evolving market environment, Esterad delivered another year of solid financial performance and continued operational progress. Our results
for 2025 reflect the strength of our diversified investment platform and the disciplined execution of our strategy.
Net Profit attributable to shareholders reached BD
6.75 million, representing a 10% increase compared to BD 6.13 million in 2024. EPS rose to 41.80 Fils, up from 39.90 Fils in the previous year, demonstrating the continued strength of our core operations. Total Comprehensive Income attributable to shareholders increased significantly to BD 6.93 million, representing 29% growth year-on-year.
In parallel, Total Equity attributable to shareholders increased by 11% to BD 48.35 million, reflecting the continued strengthening of the Company's balance sheet and our ability to capitalise on emerging opportunities. These results were driven by disciplined portfolio management, strategic capital recycling, and the successful execution of several value-accretive investments.
Expanding Our Investment Platform
During the year, Esterad continued to advance its long-term strategic objectives by expanding its investment and asset management capabilities.
A key milestone was the continued development of Esterad Capital, our DFSA-licensed platform based in the DIFC. This strategic expansion strengthens Esterad's regional footprint while providing access to one of the world's leading international financial centres.
The establishment of this platform enables Esterad to further enhance its asset management capabilities and build stronger partnerships with institutional investors and global capital providers. Through this platform, we are able to structure investment vehicles that connect international investors with opportunities across the Middle East and beyond.
During the year, three investment funds were successfully launched across Esterad's licensed platforms, reflecting the growing scale of our asset management activities and our ability to structure institutional-grade investment solutions aligned with investor demand.
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CEO's Report 2025
Continued...
CEO Report
Strategic Investments and Portfolio Optimisation
Throughout the year, Esterad continued to deploy capital into carefully selected opportunities across sectors with strong long-term fundamentals. Among the notable transactions executed during the year were investments in a travel centre in the United States, a domestic commercial real estate asset,
and a specialised healthcare facility in Bahrain representing a leading ophthalmology centre.
These investments align with our strategy of targeting sectors that offer stable income potential and strong demand dynamics. In
particular, the healthcare investment highlights Esterad's commitment to supporting high-quality infrastructure and specialised services within Bahrain while delivering attractive returns for our shareholders.
In parallel, we continued to actively manage and optimise our portfolio through strategic exits and capital recycling. One of the notable
achievements during the year was the successful exit from a labour camp investment in the UAE, which generated significant liquidity for the Group and enabled us to redeploy capital into new opportunities.
Our disciplined investment approach remains focused on rigorous due diligence, careful risk management, and the identification of differentiated opportunities that support sustainable value creation.
Looking Ahead
As we look ahead, Esterad remains well positioned to build on the momentum achieved during 2025. While global markets may continue to experience periods of uncertainty, we believe that disciplined investment strategies and a focus on resilient sectors will continue to generate compelling opportunities.
Our priorities for the coming period include further expanding our asset management platform, strengthening our regional presence, and pursuing investments that align with our long-term strategic vision.
At the same time, we remain committed to maintaining strong governance standards, enhancing operational efficiency, and delivering consistent value for our shareholders.
With a strengthened balance sheet, a growing regional platform, and a clear strategic direction, Esterad is well positioned to continue its growth journey and contribute to the development of the markets in which we operate.
I would like to express our sincere appreciation to the wise leadership of the Kingdom of Bahrain,
under the leadership of His Majesty King Hamad bin Isa Al Khalifa, King of the Kingdom of Bahrain, and the forward-looking vision of His Royal Highness Prince Salman bin Hamad Al Khalifa, Crown Prince and Prime Minister.
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2025
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2025 Annual Report
Their continued commitment to strengthening Bahrain's economic resilience and fostering a dynamic investment environment has played a pivotal role in supporting the Kingdom's growth.
We also extend our appreciation to the Central Bank of Bahrain for its prudent regulatory framework
and ongoing efforts to enhance the stability and development of the financial sector.
I would like to extend my sincere appreciation to our Board of Directors for their continued guidance and to our shareholders for their trust and confidence. I would also like to thank our employees and partners whose dedication and commitment have played a vital role in the progress we have achieved.
Together, we look forward to the opportunities ahead as we continue building on Esterad's legacy and shaping the next phase of its growth.
Ahmed Abdulrahman
Chief Executive Officer
"Throughout the year, we remained focused on strengthening our core foundations, enhancing
governance frameworks, and positioning Esterad for scalable regional expansion through the launch of Esterad Capital."
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2025 Annual Report
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Executive Team
Ahmed Abdulrahman
Chief Executive Officer
Ahmed Abdulrahman has over 20 years of experience in Investment Banking, Mergers & Acquisitions and Private Equity, gained from working with leading financial institutions in Bahrain & UK. He has
served on the board of over 40 companies globally,
including Bahrain Financing Company ("BFC"),
and has held a number of board positions which include chairmanships to the board and Investment committees. Prior to Esterad, he served as the Founder & Managing Partner of Clan Partners Advisory, a Bahrain based boutique advisory firm.
Currently, Mr. Abdulrahman serves as Chairman of Esterad Capital Limited as well as Vice Chairman and Acting Chief Executive Officer of Esterad Bank B.S.C.
(c). and holds board positions and memberships in several other companies as well. He holds a Bachelor's degree (Hons) in Business Systems & Information Technology from the University of Northumbria, Newcastle, UK.
Nasir Maqsood
Chief Financial Officer
Nasir Maqsood has over 25 years experience with and an impressive track record in global financial services gained from working with leading multinational institutions in banking and public practice across North America and the Middle East. His experience covers auditing and accounting, retail, commercial and investment banking (both Islamic and conventional); private equity and asset management; M&A and capital markets; and regulatory reporting. He worked recently at Venture Capital Bank where he served
as Deputy CEO and CFO for 3 years. Prior to joining Esterad Bank, Nasir had served as CFO at HSBC Bahrain and HSBC Canada for 10 years.
Mr. Maqsood holds a Master's degree in Business Administration from the Hayworth College of Business, Western Michigan University, USA; and a Bachelor's degree in Business Administration from Southern Arkansas University, USA. He is a member of the Institute of Chartered Accountants in England & Wales.
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2025 Annual Report
Mohamed Ahmed Noor
Head of Treasury
Mohammed holds a BCs in business Administration from the University of Bahrain. Over the past 34 years, he has acquired vast experience in portfolio management, project finance, project analysis,
and marketing. He is an investment professional specializing in GCC and International Equity, Fixed Income portfolio management.
His career started at Merrill Lynch International, the Bahrain Saudi Aluminum Marketing Co. (BALCO) and Bahrain Development Bank before joining Esterad in 1998 as an investment Manager.
Ahmed Habib
Head of Real Estate Development
Ahmed has over 21 years of experience in the Investments sector with emphasis on Real Estate Development, Management and Placement. He has a track record of launching and managing multiple
Real Estate Investments and Developments exceeding
$3 billion in value across the MENA region. Further he has been a board member of multiple real estate companies and was previously the Chief Executive Officer of Gulf Holding Company KSCC, a real estate and asset management company with a multimillion-dollar portfolio of assets across the GCC.
He has a BSc (Hons) in EBusiness from the University of Bedfordshire (Luton) in the United Kingdom.
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Executive Team
Naser Al Naser
Head of Private Equity
Naser has over 12 years of experience in private equity, real estate and asset management. He has executed private equity and real estate acquisitions within MENA, Turkey, UK and USA. Prior to joining Esterad, Naser was a Principal in the Investment and Post Acquisition department at Venture Capital Bank, and has executed acquisitions within F&B, Healthcare and Real Estate and was responsible for managing the investment portfolio within these sectors. Previously he worked in private equity with Beacon Capital
Management and KPMG Bahrain in their Deal Advisory department.
Mr. AlNaser holds a Master's degree in Global Entrepreneurship from Babson College, USA; and dual Bachelor's degrees in Finance and Global Commerce & Cultures, from Bentley University, USA.
Throughtout 2025,
the company continued to deliver solid growth in profitability and
reinforcing the Company's strategic momentum across its diversified investment platform.
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2025
Annual Report
Investment SpotlightSupported by disciplined exits and high-quality acquisitions across real estate and private equity, Esterad's trajectory has been reinforced toward sustainable value creation, underpinned by prudent capital allocation, robust oversight and long-term strategic clarity.
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2025 Annual Report
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2025
Investment Spotlight 2025
New Asset Management Firm
Esterad Capital Limited
The launch of Esterad Capital Limited marks a pivotal step in Esterad's growth journey and reflects a long-term vision to position the company as a leading regional investment platform.
The launch of Esterad Capital Limited marks a key milestone in Esterad's growth journey and reflects its long-term vision to become a leading regional investment platform. Established as a Category 3A asset management firm licensed by the Dubai Financial Services Authority (DFSA) and headquartered in the Dubai International
Financial Centre (DIFC), the new entity strengthens Esterad's presence in one of the region's most dynamic financial hubs and enhances access
to international capital markets and investment opportunities.
Esterad Capital will serve as a regional platform for originating, structuring, and managing investments across private equity, real estate, and other strategic asset classes. This expansion enables closer engagement with select families, High-Net-Worth Individuals, and international partners, while supporting Esterad's strategy to expand its regional
footprint, strengthen deal origination, and accelerate capital deployment within a strong governance framework.
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2025 Annual Report
Esterad Bank Managed Funds
Exit from the Amwaj Mezzanine Programme
The exit of the Amwaj Mezzanine Programme (AMP), the first private credit opportunity launched by Esterad Bank following its acquisition by Esterad Investment Company, delivered the returns promised to investors ahead of schedule, underscoring the strength of the Bank's renewed strategy, enhanced execution capabilities, and growing presence in the private credit space.
Launched in December 2023, the Amwaj Mezzanine Programme was uniquely structured to provide secured and attractive investment yields to participating investors, offering 10% per annum cash-on-cash returns for up to two years, in addition to 2% per annum Profit in Kind (PIK) payable upon maturity.
Exit of the Reserve at Glenbridge
The successful exit of a U.S. multifamily investment, The Reserve at Glenbridge, generated significant returns on the capital invested, underscoring Esterad Bank's ability in capturing value from selective opportunities across international markets.
Originally acquired in 2019, the investment delivered strong results through Esterad Bank's active
asset management strategy, including operational restructuring, leasing optimization, and targeted property upgrades that improved occupancy, tenant retention, and operational efficiency. Despite challenging conditions in the U.S. real estate market, the Bank successfully exited the investment at a 5%
capitalization rate for USD 64.75 million, demonstrating its ability to deliver solid outcomes through disciplined management even in difficult market environments.
United States
Bahrain
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2025 Annual Report
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Investment Spotlight 2025
Esterad Bank Managed Funds
Strategic Investment in The Eye Infirmary
Esterad Investment Co. B.S.C., alongside Kanoo Ventures and strategic investors, partnered with The Eye Infirmary W.L.L., a leading ophthalmology center in Bahrain, to support its growth through enhanced resources, advanced technologies, and continued clinical excellence.
Founded in 2016 by Dr. Shaikh Saad bin Ahmed bin Sultan Al Khalifa, the center has built a strong reputation in eye care. The investment will support its next phase of growth, including Bahrain's first private pediatric ophthalmology center, expanded services, and selective regional expansion.
Bahrain
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2025
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2025 Annual Report
Esterad Bank Managed Funds
Launch of Diversified Investment Tree Fund
The Diversified Investment Tree Fund completed its first transaction with the acquisition of a prominent commercial real estate asset in the Kingdom of Bahrain, supporting Esterad Bank's strategy to strengthen and expand its income-generating real estate investment platform. The asset is leased to a leading Bahraini business group under a long-term agreement, providing investors with stable and predictable cash flows.
Structured in accordance with Sharia principles, the investment offers investors a 10% annual cash return paid quarterly and includes a structured exit option, providing enhanced investor protection. The Fund aims to continue acquiring similar income-generating real estate assets across the region, focusing on properties with strong fundamentals and long-term cash flow visibility.
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Bahrain
2025 Annual Report
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Review Of Operations
Review of Operations
2025
Operating Environment
During the year 2025, the global economic environment experienced a period of moderate growth, with ongoing challenges such as inflationary pressures and geopolitical
uncertainties. The economic performance in the Middle East in 2025 showed resilience, supported by strong oil prices, diversification efforts, and investments in infrastructure and technology.
Overall, the region demonstrated steady economic recovery, with a focus on sustainable development and economic diversification initiatives. Despite the constantly evolving dynamics, Esterad effectively positioned itself to capitalize on emerging opportunities while proactively mitigating potential risks, ensuring continued growth and resilience in a rapidly changing environment.
In 2025, the global economy faced several key challenges. Many economies struggled with persistent inflation, which remained a concern despite efforts by central banks to tighten monetary policies, and ongoing conflicts, particularly in regions such as Eastern Europe and the Middle East, created uncertainties in global trade and energy markets, impacting economic stability.
Although supply chains had partially recovered from the pandemic, they continued to experience disruptions due to factors such as labor shortages, logistical bottlenecks, and fluctuating demand, affecting global production and trade.
In addition, Central banks in many countries raised interest rates to combat inflation, which increased borrowing costs, slowing down investment and consumer spending, particularly in housing and business expansions.
Throughout these challenges, Esterad demonstrated its ability to adapt and thrive, positioning itself as a resilient player in the regional business arena.
Financial Performance
In 2025, Esterad Investment Company ''Esterad"
built upon its record-breaking growth from the previous year, achieving further increases across key performance indicators. This continued success is a direct result of the
company's steadfast commitment to its strategic transformation. The significant rise in profitability validates Esterad's robust strategy and clear vision for delivering sustained, long-term value, a path the company is dedicated to following.
Esterad's net profit attributable to shareholders for 2025 was BD 6,746,767, a 10% increase compared to BD 6,133,826 in 2024. Consequently, earnings per share rose to 41.80 fils in 2025, up from 39.90 fils
in 2024. Total comprehensive income attributable to shareholders grew by 29% to BD 6,934,283, compared to BD 5,379,133 in the prior year.
In line with the overall strengthening of the financial position, shareholders' equity also increased by 11%, reaching BD 48,345,942 in 2025, up from BD 43,377,483 at the end of 2024. Total assets were managed strategically to support profitable growth, aligning with the company's focused portfolio approach.
Reflecting our strong performance and ongoing confidence in the company's future trajectory, the Board of Directors is pleased to recommend a 15% dividend distribution to shareholders for the 2025 financial year. This recommendation is subject
to approval at the forthcoming Annual General Meeting.
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2025 Annual Report
Investment Activity
Our results for the year 2025 reflect the combined impact of disciplined portfolio management, selective capital deployment, and the successful execution of value-accretive transactions across our core investment verticals. These outcomes underscore the resilience of our diversified platform and the tangible impact of our strategic repositioning efforts throughout the year.
During the year 2025, three funds were successfully launched across the Group's licensed asset management platforms, Esterad Capital and Esterad Bank. These managed funds acquired investments in a travel center in the United States, a domestic commercial real estate asset and
a specialised healthcare facility, representing a leading specialised ophthalmology centre in Bahrain. These transactions demonstrate our ability to originate unique, differentiated opportunities, structure investments with
downside protection, and align capital deployment with resilient and income-generating sectors that support long-term stability and growth.
Human Resources
Esterad's Human Resources department continued to play a pivotal role in advancing the company's strategy and growth agenda
throughout the year. We remained committed to fostering a high performance culture rooted in accountability, transparency, and mutual respect, while strengthening communication channels and enhancing collaboration across all levels of the organization.
Our focus on attracting, retaining, and developing top local talent remained central to our HR priorities, supported by initiatives aimed at equipping employees with the tools, training, and resources needed to excel and reach their full potential.
Looking ahead, Esterad will continue building on this momentum by reinforcing workforce agility, deepening employee engagement, and enhancing organizational readiness to support the company's evolving strategic objectives. Key priorities
for the coming year include advancing digital transformation and processes, strengthening governance and control frameworks, and introducing targeted learning and development initiatives that ensure our teams remain adaptable, capable, and future ready.
Operations
The Operations Department continues to be the central hub for all transactional processing at Esterad. Throughout 2025, the division built on its previous successes by further advancing the digitization and automation of core processes. By leveraging enhanced technologies and continuously empowering our team, we have achieved new levels of operational resilience, efficiency, and scalability. These efforts ensure Esterad's infrastructure is robust, agile, and fully capable of supporting the company's ambitious growth objectives.
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Review of Operations 2025
Continued...
Review Of Operations
Compliance
Esterad's Compliance Department oversees Compliance and Anti-Money laundering functions and ensures adherence to applicable laws, rules and regulations. The Compliance function is responsible for promoting sound compliance standards within the Company by
formulating appropriate policies and ensuring that regulatory requirements are met. This includes
full compliance with due diligence and reporting obligations in accordance with the MOIC, CBB, BHB, and any other relevant regulatory authorities, as well as best industry practices.
The Department acts as the central coordinator and is responsible for ensuring compliance with CBB regulations for Anti-Money Laundering (AML) and Combating the Financing of Terrorism (CFT). This is to ensure regulatory compliance
in combating corruption, money laundering and bribery, and to support international and local efforts to eliminate corruption and financial crime. During 2024, Esterad remained compliant with the regulatory requirements of the MOIC, CBB and BHB.
Esterad recognizes that compliance with applicable regulatory requirements is an ongoing process, and the Company is conscious of
its responsibilities in observing all regulatory provisions and best international practices. These play an important role in fulfilling the Company's obligation to regulatory authorities through adherence to applicable regulations and the prompt remediation of any identified violations.
All employees and directors are expected to comply with all applicable laws, regulations and internal policies.
An overview of Esterad's corporate governance framework, along with key developments during the reporting period, is presented in the Corporate Governance section of this Annual Report.
Corporate Social Responsibility
Since its foundation in 1973, Esterad has been engaged in business with the following
mission statement as the basis of its business management: "Contribute to the development of society and the welfare of the shareholders and stakeholders alike with our sincere and enthusiastic dedication" and "Promote the
prosperity of our society, our Company, and all of
our employees."
Esterad is socially accountable to itself, its stakeholders, and the public, the Company is committed to follow best practices and market standards in areas of accountability, transparency and business ethics in order to promote the highest Standards of governance, business ethics, compliance and sustainability. Good governance and Corporate Social Responsibility (CSR) form an integral part of market standards. Consequently, Esterad has remained committed to supporting and giving back to the community in which it operates.
Esterad Investment Company voluntary adopts policies and operates in an ethical, sustainable, and socially conscious way that goes beyond legal requirements. At Esterad, we considers our impact on society, the environment, and its stakeholders including employees, customers, and the wider community. Through CSR initiatives, Our goal is
to create positive outcomes for both society and the business by balancing economic success with ethical responsibilities and long-term sustainability.
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2025
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2025 Annual Report
Environmental, Social And Governance ("ESG") Emphasizing ESG factors helps companies reduce risks, enhance reputation, attract investors, and
meet regulatory requirements. By prioritizing
environmental stewardship, social responsibility, and strong governance, businesses can drive innovation, improve operational efficiency, and build stronger relationships with stakeholders, ultimately contributing to sustainable growth and value creation. ESG is increasingly crucial for Esterad business and aligns with the Company's commitment to long-term sustainability and responsible growth.
By integrating ESG principles into its operations, Esterad not only mitigates risks related to environmental impact, social responsibility, and governance practices but also enhances its reputation as a forward-thinking and ethical business. Prioritizing ESG allows Esterad to attract responsible investors, foster innovation, and strengthen relationships with stakeholders,
ensuring continued success in an increasingly ESG conscious global market. Moreover, it reinforces the company's dedication to creating positive economic, environmental, and social value for the communities it serves.
2025 marked a year of exceptional performance, with the Company achieving record growth. Strong net income results underscore the effectiveness of Esterad's transformation strategy and its clear vision for sustained value creation.
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2025 Annual Report
33
Corporate Governance
Corporate Governance
2025
36 OVERVIEW
36 IMPLEMENTATION OF THE CORPORATE GOVERNANCE CODE
36 KEY PERSONS POLICY
36 CODE OF CONDUCT AND WHISTLE BLOWING POLICY
37 BOARD PERFORMANCE EVALUATION
37 BOARD INDEPENDENCY EVALUATION
37 BOARD OF DIRECTORS REMUNERATION
37 OWNERSHIP STRUCTURE
40 BOARD MEMBERS
40 ELECTIONS OF THE BOARD OF DIRECTORS
40 BOARD CHARTERS
BOARD RESPONSIBILITIES
INDEPENDENCE OF DIRECTORS
46 BOARD PERFORMANCE EVALUATION, INDUCTION AND TRAINING
46 DIRECTORS SHAREHOLDING INTERESTS AND TRADING ACTIVITIES
48 BOARD DUTIES
49 BOARD COMMITTEES STRUCTURE
53 REMUNERATION AND SITTING FEES OF DIRECTORS
54 EXECUTIVE MANAGEMENT
56 INTERNAL CONTROLS, POLICIES & PROCEDURES
48 AUDITORS AND CONSULTANCY SERVICES
CORPORATE SOCIAL RESPONSIBILITY
SHAREHOLDER RIGHTS
2025
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2025 Annual Report
Corporate Governance Report
OVERVIEW
Esterad Investment Company BSC ("Esterad" or the "Company") is a Bahraini public joint stock company, established in 1973 originally as National Imports and Exports Company and its shares are listed in Bahrain Bourse ("BHB") since 1974. The principal activity of the Company is to invest in a wide-ranging variety of investment assets in both local and international markets.
Corporate Governance is a system of rules, policies and practices that govern the way an organization is operated and dictates the company's responsibilities to its stakeholders by promoting sound business ethics, fairness and transparency. Esterad Investment Company fully adheres to its Board of Directors' ("Board") Charter. The Charter clearly delineates the roles and responsibilities of the Board, establishing a robust framework of professional conduct and governance principles. It serves as a guiding document for both the Board and Management, ensuring effective oversight, sound decision-making, and proper management and control of the Company.
The Corporate Governance principles followed by Esterad are in line with the requirements of the Corporate Governance Code of the Kingdom of Bahrain, issued by the Ministry of Industry and Commerce ("MOIC") and the Central Bank of Bahrain ("CBB") Rulebook applicable to listed entities.
IMPLEMENTATION OF THE CORPORATE GOVERNANCE CODE
As a Bahrain-based public joint stock company, the Company adheres to the Corporate Governance standards set by Bahrain Commercial Companies Law, the 2018 Corporate Governance Code issued by the Ministry of Industry and Commerce (amended on 2022), and the Central Bank of Bahrain's Volume 6 - Capital Markets High-Level Controls. Committed to ethical conduct and international best practices, the Company has established a robust Corporate Governance framework to enhance operational efficiency and protect shareholders' rights. The Board of Directors ensured compliance with the Code for the year ending December 31, continuous efforts are made to strengthen governance through policies and procedures aligned with best practices.
During the year, the governance framework was enhanced through the strengthening of the Board and Committee structure, the refinement of the delegation of authority, and the enhancement of related party transaction controls. These enhancements were implemented to reinforce oversight, improve internal controls, clarify decision-making authority, and ensure full alignment with regulatory requirements and best-practice standards.
KEY PERSONS POLICY
The Company is committed to upholding market integrity and transparency by adhering to regulations governing securities trading by individuals with access to sensitive information. This includes the Board of Directors and Executive Management. Compliance is actively monitored, with regular reporting to regulatory authorities to ensure adherence and protect investor interests.
CODE OF CONDUCT AND WHISTLE BLOWING POLICY
The Board of Directors has implemented a Code of Conduct and Ethics policy in line with the Corporate Governance Code. This policy incorporates initiatives to promote ethical practices. Additionally, a whistleblowing policy has been communicated to all employees, encouraging honesty, integrity, and ethical behaviour.
ESG POLICY
The Company integrates environmental, social, and governance practices across operations, ensuring compliance with national and international standards. It reflects the Company's commitment to sustainability and aligns all subsidiaries with common objectives, promoting responsible business practices and continuous improvement for long-term sustainability. ESG report for the year ended 31 December 2024 is available on Bahrain Bourse.
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BOARD PERFORMANCE EVALUATION
In accordance with the Kingdom's laws, the Board and its committees undergoes an annual performance evaluation, assessing the Board, its committees, and individual directors. The process is managed by the Board Secretary and Nomination, Remuneration and Corporate Governance Committee ("NRGC"), with results reviewed and improvement proposals made. For 2025, all directors completed their evaluations.
BOARD INDEPENDENCY EVALUATION
The Company evaluates the independence of the Board members to assess their status annually. The Board also commits to investigating any non-compliance with its Corporate Governance Guidelines.
BOARD OF DIRECTORS REMUNERATION
Under the Bahrain Commercial Companies Law and pursuant to the Company's amended and restated Articles of Association (Article 46), the remuneration of the Board of Directors is determined by the Company's shareholders during the Annual General Meeting. The shareholders approve the remuneration for board members based on the Company's financial performance, the directors' roles, and duties. Additionally, the Board Members remuneration details are disclosed in the financial statements to ensure transparency and compliance with corporate governance standards. The aggregate remuneration paid to the Directors for the year 2025 is BHD 247,000 (2024: BHD 200,000).
OWNERSHIP STRUCTURE
Esterad Investment Company shares are listed on the Bahrain Bourse (symbol: ESTERAD).
DESCRIPTION OF THE SHAREHOLDERS WHO HOLD 5% OR MORE OF THE COMPANY'S SHARE CAPITAL
No | Name | No of Shares held | Shareholding % | Name of the natural person, the final beneficiary |
1 | Manarat Investment Holding, Cayman Islands | 25,292,237 | 15.60% | Manarat Investment Holding |
2 | Nooruddin Abdulla Nooruddin Yusuf | 10,136,095 | 6.25% | Nooruddin Abdulla Nooruddin Yusuf |
3 | Serenity Asset 1 W.L.L | 10,040,830 | 6.20% | Serenity Asset 1 W.L.L |
Note:
During 2025, Manarat Investment Holding (Cayman Islands) reduced its shareholding from 20.19% to 15.61%, as a result of one of its shareholders transferring their indirect interest in Esterad into a direct shareholding in the Company, as was announced on BHB.
Serenity Asset 1 W.L.L. increased its shareholding in the Company through the acquisition of 1,933,975 shares, raising its ownership from 5.00% to 6.20% of the Company's total issued shares, as was announced on BHB.
In addition, Nooruddin Abdulla Noorudding Yusuf increased his shareholding by acquiring 1,933,976 shares, resulting in an increase from 5.30% to 6.25% as was announced on BHB.
Manarat Investment Holding, Cayman Island and Lewan Investment Holding, Cayman Islands (1% Shareholder in the Company), act in concert.
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Corporate Governance Report
STATEMENT OF SHAREHOLDER EQUITY CLASSIFICATION
No Name | Shareholder % |
Government or Individuals Corporate Organization Total |
1 | Local | 61.320 % | 20.258 % | 0.821 % | 82.399 % |
2 | Arabic | 0.837% | 0.012% | - | 0.849% |
3 | Foreign | 0.148% | 16.604% | - | 16.752% |
4 | Total | 62.305% | 36.874% | 0.821% | 100.00% |
DESCRIPTION OF SHAREHOLDER BY NATIONALITY | |||||
No. | Nationality | No. of Holders | Total Shares | % to Equity | |
1 | Bahraini | 4,049 | 133,552,273 | 82.399257 | |
2 | Emarati | 23 | 502,427 | 0.309988 | |
3 | Kuwaiti | 15 | 337,631 | 0.208312 | |
4 | Omani | 1 | 5,230 | 0.003227 | |
5 | Qatari | 9 | 76,948 | 0.047475 | |
6 | Saudi | 37 | 364,775 | 0.225059 | |
GCC Total | 4,134 | 134,839,284 | 83.193318 | ||
7 | American | 2 | 8,597 | 0.005304 | |
8 | British | 1 | 61,282 | 0.037810 | |
9 | Cayman Islands | 2 | 26,911,159 | 16.603682 | |
10 | Indian | 5 | 168,227 | 0.103793 | |
11 | Jordanian | 2 | 1,111 | 0.000685 | |
12 | Others | 1 | 2,514 | 0.001548 | |
13 | Yemeni | 1 | 87,288 | 0.053855 | |
NON-GCC Total | 15 | 27,240,178 | 16.806680 |
Grand Total | 4,149 | 162,079,462 | 100.00 |
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COMPANY STRUCTURE
THE GROUP STRUCTURE OF ESTERAD INVESTMENT COMPANY BSC AND ITS SUBSIDIARIES
Name/Entity | Nationality | Legal Status | Percentage | Invested Capital |
Esterad RealInvest 1 W.L.L. | Bahraini | WLL | 100.00% | BHD 3,300,000/- |
Esterad Hospitality 1 W.L.L. | Bahraini | WLL | 100.00% | BHD 1,000/- |
BLUE SKY COMPANY W.L.L | Cayman | Ltd | 100.00% | BHD 50,000 /- |
Esterad Amwaj Partnership Co. | Cayman | Ltd | 100.00% | USD 8,500/- |
Esterad Share Invest I WLL | Bahraini | WLL | 100.00% | BHD 1,000/- |
Esterad Ventures W.L.L | Bahraini | WLL | 100.00% | BHD 1,000/- |
Esterad Education 1 W.L.L | Bahraini | WLL | 100.00% | BHD 1,000/- |
Nurture Ventures B.S.C Closed * | Bahraini | Ltd | 49.00% | BHD 347,165 /- |
Esterad Capital Limited** | UAE | Ltd | 100.00% | USD 1,000,000 |
* 49% owned by Esterad |
** Regulated by Dubai Financial Services Authority
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Corporate Governance Report
BOARD MEMBERS
In line with the rules and regulations of the Ministry of Industry and Commerce as well as Esterad's Articles of Association, the Board shall always consist of executive, non-executive and independent Directors. The Board of Directors is elected by the shareholders at general meeting. The Board is responsible for protecting shareholders' interests, establishing policies for management, and overseeing the Company.
ELECTIONS OF THE BOARD OF DIRECTORS
According to Article (27) of the Company's Articles of Association, the term of Board membership shall not exceed three years. The most recent term began in March 2024, with the next term set to commence in March 2027. The 2024 Annual General Meeting included the election and appointment of new members to the Board of Directors for a three-year term, effective from 26 March 2024. The elections were conducted through a cumulative secret ballot in accordance with the MOIC regulations.
In line with best governance practices, the Board has established formal, rigorous, and transparent procedures for the appointment of new directors, ensuring compliance with relevant laws and guidelines governing elections, nominee announcements, and shareholder communications. The election process is designed to ensure an appropriate balance of skills, experience, and independence necessary for effective oversight of the Company. The Nomination Committee oversees the nomination process, ensuring its efficiency and adherence to applicable laws and regulations in the Kingdom of Bahrain.
To facilitate this, the committee has approved a structured Board appointment, election, and nomination procedure. This framework outlines the processes undertaken during Board nominations, ensuring transparency and alignment with regulatory requirements. When reviewing candidates, all nominations are assessed against criteria set by the Company, in accordance with Article (28) of the Company's Articles of Association.
BOARD CHARTERS
Esterad's Board of Directors Charter was initially constituted in 2012 in line with the Corporate Governance Code of the Ministry of Industry and Commerce (MOIC) and Volume 6 of the Central Bank of Bahrain's Rulebook on Capital Markets to ensure compliance and completeness of the governance framework and, it is periodically reviewed and updated thereafter. It states that the Board's key purpose is to manage the Company in the best interest of the shareholders. Directors have a fiduciary duty to prosper the Company by collectively directing the Company's affairs, while meeting the appropriate interests of its shareholders and relevant stakeholders.
CHAIRMAN DUTIES AND RESPONSIBILITIES
The Company shall be headed by an effective, qualified and expert board. In addition, in the Corporate Governance Code 2018 the Chairman of the Board responsibilities include but not limited to:
Representing Esterad before others.
Ensuring that the directors have access to complete and accurate info in a timely manner.
Ensuring that the Board discussed all info as stated in the agendas for each meeting.
Encouraging effective communication between shareholders and Board; and
Encouraging all directors to effectively exercise their roles in the best interest of the Company.
BOARD RESPONSIBILITIES
The primary role of the board is to provide entrepreneurial leadership to achieve the Company's goals through the implementation of strategic initiatives and ultimately maximizing the value of shareholders. Essentially it is the role of the Board of Directors to hire the Chief Executive Officer (CEO) of the Company and assess the overall direction and strategy of the Company. The CEO is responsible for hiring all of the other employees and overseeing the day-to-day operations of the business. That said, the Board has the authority to set forth all matters relating to the directions, policies, practices, management, and operations of the Company, and as such, is wholly accountable to the Shareholders as well as the Stakeholders of the Company.
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