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IPO DISCLAIMER

ELECTRONIC VERSIONS OF THE MATERIALS (THESE “MATERIALS”) YOU ARE SEEKINGTO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ALMASAR ALSHAMIL EDUCATION COMPANY (“THE COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the website. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.

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The materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Jurisdictions”). Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Jurisdictions. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States. The materials are only addressed to and directed at Saudi persons, non-Saudi natural persons who reside in the Kingdom of Saudi Arabia and Gulf Cooperation Council (the “GCC”) persons.

Basis of access

Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the Excluded Jurisdictions or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.

General

The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons. Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in these Materials on the basis of a duly approved prospectus to be issued and published in due course (the “Prospectus”). Copies of the Prospectus will, following publication, be available in the Company’s registered office and its website at [•]. These Materials are not an offer document for the purposes of the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The Capital Market Authority of the Kingdom of Saudi Arabia and the Saudi Exchange (Tadawul) do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.

There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guarantee of future performance of the Company or its securities.

Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document. In the event of any discrepancy between these Materials and the Arabic language Prospectus, the Arabic language Prospectus will prevail.

These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.

You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

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• confirm that I (i) have read and understood the disclaimer set out above and agree to be bound by its terms; (ii) understand that it may affect my rights; (iii) intend to access this website for information purposes only; (iv) am permitted to proceed to electronic versions of the Materials; and (v) understand that breach of these conditions, warranties

ELECTRONIC VERSIONS OF THE MATERIALS (THESE ‘MATERIALS’) YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ALMASAR ALSHAMIL EDUCATION COMPANY (THE “COMPANY”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

IMPORTANT: You must read the following notice carefully–it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the website. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.

Overseas persons

Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Materials.

Basis of access

Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

This Material hase not been offered or markted to you in any way. You are independently accessing this Material on an unsolicited basis.

Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the Excluded Jurisdictions or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.

These Materials must not be released or otherwise forwarded, distributed or sent in or into the Excluded Jurisdictions or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the Excluded Jurisdictions.

General

The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.

There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guarantee of future performance of the Company or its securities.

Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document. Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in these materials on the basis of a duly approved prospectus to be issued and published in due course (the “Prospectus”). Copies of the Prospectus will, following publication, be available in the Company’s registered office and its website at [+]. These Materials are not an offer document for the purposes of the the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The CMA and the Saudi Exchange do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.

These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.

You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

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• am not located in the United States and am not resident or located in Australia,Canada, Japan, the Republic of South Africa or any other jurisdiction where accessing these materials is unlawful, or

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• a Relevant Person, meaning (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (c) other persons to whom it can otherwise lawfully be distributed; or

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Our IPO Our Sectors Investment Highlights Strategy Leadership Offering Timetable Documents and Downloads FAQs How To Subscribe Receiving Agents Contact Us

Almasar Alshamil Education IPO

We are pleased to announce our intention to offer 30% of our share capital, representing 30,720,400 shares, through an Initial Public Offering (IPO) on the Saudi Exchange (Tadawul). Our IPO is an opportunity for investors to be part of the leading provider of specialized education in the GCC.

Our IPO

Education that Empowers Tomorrow

We are a specialized education group, comprising the top Special Needs Education and Care (SEC) provider in Saudi Arabia and the largest private provider of Higher Education in the UAE.

We are committed to delivering high-quality education services that empower future generations and enable them to reach their full potential, fostering more inclusive and sustainable societies.

“Driven by growing demand for high-quality specialized education and strong regional tailwinds, Almasar Alshamil Education is uniquely positioned to scale its high-impact platforms across Special Education Needs and Care (SEC) and Higher Education, creating long-term value for students and shareholders alike.”

Majed Al-Mutairi

Chief Executive Officer

Our Businesses

We operate through market-leading institutions across two key segments, Special Needs Education and Care (SEC) and Higher Education. With operations in Saudi Arabia and the UAE, we actively contribute to the realization of national growth strategies, including KSA’s Vision 2030 and the UAE’s National Strategy for Higher Education 2030. Our education institutions invest in, create, and provide access to knowledge and practical life experiences designed to foster personal growth for our students, ethical understanding, and the versatility needed to manage future challenges.

Through our highly regarded institutions in the region, Almasar Alshamil Education has grown to become the top SEC provider in Saudi Arabia and the largest private provider of Higher Education in the UAE. We serve c. 28,000 students and beneficiaries, operating across 39 daycare centers, 14 special education and care schools, three universities (with seven campuses) and three clinics.

Special Needs Education and Care
Higher Education
EXPLORE OUR SEGMENTS

Special Needs Education and Care

SEC plays a vital role in supporting the healthy development of impacted individuals and yet remains underserved in the region. Addressing this gap, Almasar Alshamil Education has become a SEC pioneer in the region through Human Development Company (HDC), the largest private SEC provider in Saudi Arabia. Our SEC business segment operates 39 daycare centers,14 schools and three clinics. Collectively, we serve more than 7,950 beneficiaries across eight provinces in KSA. Through our nurturing mission, we ensure those under our care are well-equipped to meet future needs with resilience and enthusiasm.

Explore Special Needs Education and Care (SEC)

Higher Education

We are the leading private Higher Education provider in the UAE, comprising the largest private university in Dubai, Middlesex University Dubai, and one of the largest education groups in the GCC, NEMA Holding, which operates Abu Dhabi University, and Liwa University. Through our three universities, which offer undergraduate and post graduate degree courses, MBAs and vocational training, we proudly serve our students, providing diverse, high-quality education experiences. Our Higher Education offering provides access to elevated knowledge and life experiences designed to foster personal growth, ethical understanding, and the versatility needed to manage future challenges.

Explore Higher Education

Almasar Alshamil Education in Numbers

c. 28,000

Students & Beneficiaries

39

Special Education and Care Centers

14

Special Education and Care Schools

3

Universities (with 7 campuses)

3

Clinics

SAR 437 mn

Revenue FY24 (+28% YoY)

SAR 216 mn

EBITDA FY24 (+28% YoY)

49%

EBITDA margin (FY24)

28% YoY

Beneficiaries growth (HDC)*

15% YoY

Student growth (MDX)*

* March 2024 vs March 2025

Our Journey

“Today marks a major milestone in Almasar Alshamil Education’s journey to expand access to Specialized Education across the region. Our planned listing reflects the growing strength of our business and our commitment to empowering future generations through inclusive, high-quality learning.”

Dr. Shamsheer Vayalil

Chairman

Dr Shamsheer
Dr Shamsheer

Investment Highlights

Operates in high growth and underserved education segments benefiting from positive structural trends
  • The GCC region is amongst the most attractive and fastest growing education markets globally.
  • Education expenditure is forecast to grow at a CAGR of 6.1% in KSA and 5.9% in the UAE between 2023-2028.
  • Higher education enrollments in KSA and the UAE reached 250k and 181k respectively in 2023.
  • Private sector growth is forecasted at a CAGR of 7.1% in KSA and 9.6% in the UAE from 2023 to 2028.
  • SEC enrollments in KSA grew at a CAGR of 7.4% from 2021 to 2023 to 87k and are forecast to reach 131k by 2028, an 8.6% CAGR, driven by increased awareness and government initiatives promoting inclusivity.
  • Supported by a combination of national agendas such as Saudi Vision 2030 and the UAE 2031 Vision, as well as government strategies such as “Study in Saudi Arabia” and the “National Strategy for Higher Education 2030” in the UAE.
Industry leading education assets with strong brand recognition and market leading position
  • We serve c. 28,000 students and beneficiaries in the SEC and higher education sectors, operating across 39 special education and care centers, 14 special education and care schools, three universities (with seven campuses), and three clinics.
  • In SEC:
    • HDC is the only SEC player of scale in KSA and the only player with double digit market share (10.4%) amongst private sector providers
    • In the SEC school sector which is populated by public providers, we enjoy a similar market leading position amongst private players.
  • In higher education:
    • Abu Dhabi University is the largest private university by enrollments in the UAE, with an estimated 13.5% market share
    • MDX Dubai has the largest market share in Dubai’s private higher education sector and accounts for approximately 7.4% of all private higher education students in the UAE
    • When combined with Liwa University, our combined estimated market share is 26.1%, making us the largest private higher education player in the UAE.

*Market share information is as of 2023

Strong focus on positive societal impact, inclusive education and human capital development
  • We develop and contribute to the future of human capital in the region, across all levels, from the addition of higher education graduates into the workforce to the provision of quality specialized support to children and adults with learning difficulties.
  • Examples of our ESG efforts include:
    • Launch of specialized education programs in high-growth segments aligned to the growth of regional economies
    • Establishment of the Middlesex Innovation Hub in 2024, fostering innovation and entrepreneurship among students
    • Creation of Middlesex Institute of Sustainable Development, with the objective of advocating and promoting the Sustainable Development Goals of the United Nations.
    • Supporting Saudi nationalization ambitions – approximately 80% of the Group’s employees are Saudi nationals with a focus on providing employment opportunities to women.
Student- and beneficiary-centric approach focused on quality of education and positive outcomes
  • We maintain a student-centric approach, with a commitment to academic excellence that is reflected in rigorous, high-quality education and special needs programs.
  • HDC’s daycare centers all achieved the highest rating of A+ as awarded by the Ministry of Human Resources and Social Development in the academic year 2024/2025.
  • MDX Dubai was rated 5 stars (the highest possible rating) by the KHDA Rating of International Higher Education Institutions in Dubai, in 2022 – the most recent year in which it was conducted.
  • Abu Dhabi University is ranked in the top 200 universities in the world by Times Higher Education and the number one university in the Arab World for Business in 2025.
Scalable business model capitalizing on industry-leading positions and strong brand positioning
  • Growth at HDC is supported by a scalable, capex-light business model, facilitating rapid expansion through integrated systems, standardized programs, a robust progress monitoring framework and tailored workforce training programs that ensure consistency in education delivery, quality of services and cost-effective scaling.
  • As a result, HDC has expanded rapidly, increasing its number of SEC facilities by opening 22 new daycare centers and 8 special education schools since 2021 (8 of which launched in 2025). This growth drove an increase in total beneficiaries from approximately 4,200 in 2022 to 7,950 in 2025
  • Expansion at MDX Dubai is underpinned by affordability, a market-leading student recruitment team, a holistic approach to student experience and quality of outcomes. Domestic student recruitment is driven by in-market campaigns and partnerships with school networks, whilst internationally MDX Dubai focuses on agency partnerships, in-country events and attendance of education trade fairs across its core international markets.
  • Consequently, enrollments have grown from 4,131 in 2022 to 5,652 in 2024 and currently stand at over 6,400 as at September 2025. Importantly, 56% of the intake is from the international market in AY 2024/25, increasing from 40% in AY 2022/23.
Strong financial track record demonstrating growth with attractive margins and high return on capital invested
  • Revenue has grown over the last three years at a CAGR of 55%, from SAR 181.0 million in 2022 to SAR 437.1 million in 2024, with underlying growth significantly outpacing overall sector growth, driven by the expansion and ramp-up of daycare centers at HDC and increasing domestic and international student enrollments at MDX Dubai.
  • EBITDA increased at a CAGR of 49% between 2022 and 2024, from SAR 96.7 million in 2022 to SAR 215.6 million in 2024, with growth in enrollments and beneficiaries driving financial performance and profitability.
  • Strong growth and a high return on investment, given the limited capital requirements for organic expansion, translate into a high return on assets (“ROA”) for the Group.
Strong cash flow generation conducive to future dividend payouts coupled with available debt capacity for future acquisitions and growth initiatives
  • We have delivered strong and consistent cash flows in the last three years driven by a disciplined capital allocation policy with minimal reliance on external debt financing.
  • Both HDC and MDX Dubai demonstrated strong cash flow generation, with an EBITDA to operating cash flow conversion of 56% and free cash flow conversion of 121% respectively in 2024.
  • Strong cash flow generation allows the Group to grow through internal cash flows whilst our profitability and unlevered capital structure offer the opportunity to access debt to finance potential inorganic growth opportunities.
Seasoned leadership team with a strong track record, supported by a highly experienced Board of Directors
  • We have a highly experienced and seasoned executive team with strong expertise in the education sector and a proven track record of growth.
  • Our executive team’s experience is demonstrated in its successful strategy planning, oversight and execution that has led to strong growth, outpacing the market.
  • Our executive management team is supported by a Board of Directors with extensive experience in the education sector, both locally and regionally.

Growth Strategy

The Group’s strategy is focused on driving sustainable growth and creating long-term value for our shareholders while making a meaningful social impact. As a fully integrated education provider, we serve learners across a wide range of age groups and backgrounds, supporting every stage of the education journey.

Our strategy centers on four key pillars:

Expanding our reach across KSA
Read More

Launch of further daycare centers across KSA and expansion of school partnerships: The Group is focused on expanding into underserved markets while maintaining high standards of educational quality, by replicating a proven model in new locations.

Daycare center ramp-up
Read More

Ramp-up of recently launched daycare centers in KSA to reach capacity: HDC is focused on ramping up recently launched daycare centers by maximizing capacity, enhancing program offerings, and ensuring consistent quality through a well-trained workforce and ongoing professional development.

Grow student enrollments
Read More

Grow student enrollments at Middlesex University Dubai: At MDX Dubai, the Group will continue to target international students through its international outreach efforts and highly effective student recruitment strategy to drive growth whilst continuing to expand domestic enrollments.

Expansion of existing service lines
Read More

Expansion of existing service lines: The Group is in the process of expanding its SEC business by developing centers capable of offering 24-hour residential services and also considering the expansion of its service lines in the KSA and UAE to provide mainstream public K-12 education in schools.

Board of Directors

Dr Shamsheer Vayalil

Dr. Shamsheer Vayalil

Chairman

Dr. Shamsheer Vayalil

Dr. Shamsheer is a seasoned entrepreneur and strategic investor who has taken two of the companies he founded public through highly successful offerings. With a career spanning over one-and-a-half decades, he has played a pivotal role in shaping the regional education and healthcare landscape with his companies operating across the UAE and Saudi Arabia. Dr. Shamsheer brings a wealth of experience, expertise and strategic insights, to his role as Chairman of Almasar Alshamil Education.

As Chairman of the Board of Directors, Dr. Shamsheer will lead the Board and support the management team in setting strategic priorities, overseeing corporate governance, and driving initiatives that align with Almasar Alshamil Education’s mission to provide a high-quality and comprehensive education journey to learners of all ages and needs, including those with specialized requirements.

Dr. Shamsheer is the Founder and Chairman of Burjeel Holdings PJSC, Chairman of Amanat Holdings PJSC and a Member of the Board of Directors at Response Plus Holding PJSC (RPM).

Dr Shamsheer Vayalil
Kamal Bahamdan

Kamal Bahamdan

Vice Chairman

Kamal Bahamdan

Kamal Abdullah Bahamdan is an entrepreneur and investor with a 25-year career establishing and growing businesses around the world. Simultaneous to his business career, Kamal is a competitive athlete. He is a five-time Olympic equestrian and bronze medal winner in the London 2012 Olympic Games.

Currently, Kamal is the Vice Chairman of the Bahamdan Group and Founder and Chief Executive Officer of Safanad, a New-York based, global principal-led investment house established in 2009.

Under his leadership, Safanad has executed over $10 billion in transactions and established multiple market-leading platforms. These include a fast growing K-12 education company with over 50,000 students worldwide, which was established to capture opportunities from increasing demand for high-quality private education globally, the UK’s largest care home operator, and a leading US-based datacenter operator that was built after identifying the need for co-location datacenter operators and then executing additional bolt-on acquisitions to grow the business.

Prior to Safanad, Kamal was the CEO of the Bahamdan Group, a family-owned global investment group with a 70-year history of investing in the Middle East and global markets, and previously co-founded the Washington, DC-based private equity firm BV Group.

Kamal Bahamdan
Fadi Habib

Fadi Habib

Managing Director

Fadi Habib

Fadi is Managing Director of Almasar Alshamil Education. He was previously Chief Investment Officer of Amanat Holdings PJSC and oversaw the education vertical, having been closely involved in executing the Company’s mandate through evaluating investment opportunities and leading strategic initiatives at portfolio companies. He joined Amanat from Scotiabank Global Banking & Markets in Toronto, where he served as Senior Associate in Equity Research, covering publicly listed Canadian banks and insurance companies, the largest sector on the Toronto Stock Exchange with over USD 300 bn in market cap.

In the role, Fadi was a key member of one of Canada’s top-rated research teams renowned for the publication of actionable and market-moving investment recommendations. Prior to that, Fadi held roles in Corporate Banking and Asset Management at some of Canada’s top financial institutions.

Fadi Habib
Fawaz Goth

Fawaz Goth

Board Member

Fawaz Goth

Fawaz is Acting CEO of the Event Infrastructure Fund (“EIF”) in Saudi Arabia and a special advisor to the Royal Commission for Riyadh City. At EIF, he leads the end-to-end development of the events infrastructure assets spearheaded by the fund, and his responsibilities include leading project design, delivery and procurement.

With over 15 years of experience in real-estate development, working on some of the region’s largest projects, Fawaz previously worked with leading real-estate developers in the region such as Meraas and Nakheel.

He has successfully led and delivered some of the most iconic projects in the region, such as the Coca Cola Arena, The Green Planet at City Walk, Laguna Waterpark at LaMer, The Outlet Village at Dubai Parks and Resorts, Jumeirah Park Residential community and Azure Residences at The Palm Jumeirah.

Fawaz Goth
Muhannad-AlDawood

Muhannad Aldawood

Board Member

Muhannad Aldawood

Muhannad is a highly experienced Senior Executive and the Chief Strategy Officer at the giga project “Qiddiya”. He has significant strategic and operational experience gained over a multi-year career working with major public and private sector organizations in the Kingdom of Saudi Arabia. Prior to Qiddiya, Muhannad occupied crucial roles in Tadawul’s Corporate Planning and PMO division, SAGIA, and CEDA.

He has extensive experience of engaging with strategic partners, government departments and C-Suite stakeholders to formulate strategy and drive the implementation of strategic initiatives designed to transform the performance of large organizations and deliver tangible and measurable outcomes.

Muhannad-AlDawood
H.E. Dhafer Sahmi Al Ahbabi

Dhafer Sahmi Al Ahbabi

Board Member

Dhafer Sahmi Al Ahbabi

Dhafer Al Ahbabi is an accomplished executive, investor, and entrepreneur with over two decades of experience in managing investments, capitalizing on his sharp business acumen, technical expertise, interpersonal skills, and strategic mindset, among other attributes. He was instrumental in penetrating new markets and achieving unprecedented growth for the companies he founded and managed.

Dhafer Al Ahbabi is currently the Chairman of Al Ramz Corporation PJSC. His previous appointments have been in the Abu Dhabi Investment Authority as a Board Member at First Gulf Bank, Abu Dhabi Islamic Bank, Invest Bank, Al Wathba Insurance, Aabar Investments, and Abu Dhabi University Holding Group.

H.E. Dhafer Sahmi Al Ahbabi
Dr. Ali Saeed Bin Harmal Aldhaheri

Dr. Ali Saeed Bin Harmal Aldhaheri

Board Member

Dr. Ali Saeed Bin Harmal Aldhaheri

Dr. Ali has a proven track record spanning over two decades in both education and business. He has founded, launched, and managed several thriving business ventures in diverse sectors such as IT, education, tourism, and real estate. Moreover, Dr. Ali has been actively engaged in high-level government tourism and development strategies, MICE, and education management.

Currently, he holds several significant positions, including Chairman and Founder of Abu Dhabi University, Chairman and CEO of NEMA Education, Chairman of Cambridge Medical and Rehabilitation Center, Managing Director of Bin Harmal Group, and Chairman of Liwa Education and Magna Investments. Furthermore, he serves on the boards of various listed companies, including Chairman of Watania International Holding.

Dr. Ali is also the First Vice Chairman of the Abu Dhabi Chamber of Commerce Board of Directors and a member of the Economic Cooperation Committee for Government and Private Sectors in Abu Dhabi.

Dr. Ali Saeed Bin Harmal Aldhaheri
Abdulwahab Alhalabi

Abdulwahab Al-Halabi

Board Member

Abdulwahab Al-Halabi

Abdulwahab is a Managing Director and the Founder at Embassy Capital, while also holding the role of Partner at Decker & Halabi Limited.

He also holds the role of Vice Chairman of Union Properties, Director at Abu Dhabi Islamic Bank and SNB Capital Private Real Estate Fund.

Previously, Abdulwahab held senior roles at Meraas, Dubai Holding and was a partner at KPMG.

Abdulwahab Alhalabi
John Ireland

John Ireland

Board Member

John Ireland

John is the CEO of Amanat Holdings PJSC and has over 20 years of experience in finance, strategy, and investment roles across a variety of industries including real estate, media, entertainment, hospitality, education and healthcare.

Prior to joining Amanat, John served as the Chief Financial and Strategy Officer (CF&SO) of Qiddiya, Saudi Arabia’s capital for entertainment, sports and the arts. Before that, he was the (CF&SO) at DXB Entertainments from 2017 to 2020 and the CFO of Rotana Media Group from 2011 to 2017.

Earlier in his career, John worked across various investment, strategy and finance roles for News Corporation, based in London and covering Europe and Asia. He is a qualified chartered accountant having worked for Deloitte UK.

John Ireland

Management Team

Fadi Habib

Fadi Habib

Managing Director

Fadi Habib

Fadi is Managing Director of Almasar Alshamil Education. He was previously Chief Investment Officer of Amanat Holdings PJSC and oversaw the education vertical, having been closely involved in executing the Company’s mandate through evaluating investment opportunities and leading strategic initiatives at portfolio companies. He joined Amanat from Scotiabank Global Banking & Markets in Toronto, where he served as Senior Associate in Equity Research, covering publicly listed Canadian banks and insurance companies, the largest sector on the Toronto Stock Exchange with over USD 300 bn in market cap.

In the role, Fadi was a key member of one of Canada’s top-rated research teams renowned for the publication of actionable and market-moving investment recommendations. Prior to that, Fadi held roles in Corporate Banking and Asset Management at some of Canada’s top financial institutions.

Fadi Habib
Majed Al Mutairi

Majed Al Mutairi

Chief Executive Officer

Majed Al Mutairi

Majed BinGirnas Almutairi is an experienced education sector professional. Prior to joining Masar Education, Majed held multiple leadership positions, including Chief Executive Officer of GEMS Education – Saudi Arabia and Chief Executive Officer of CareTech MENA Social Care. Majed also held the position of Executive Vice President of Operations at “Al Fahim Holding Group” in the United Arab Emirates and the Gulf. He also held several positions through his 15 years of work at Saudi Aramco and SABIC.

Majed holds a Bachelor’s degree in Computer Engineering Science from “The University of Arkansas at Little Rock” in the United States of America.

Majed Al Mutairi
Ahmed

Ahmed Gamaledin

Chief Financial Officer

Ahmed Gamaledin

Ahmed leverages 30 years of experience in financial management, corporate strategy, and investment banking. He started his career as an external auditor at KPMG before moving to its corporate finance division where he provided financial advisory services including business valuation, M&A, fund raising, and corporate restructuring to multiple corporates and across various sectors.

Ahmed also led the control and reporting function at Cadbury and PepsiCo as a country Financial Controller, and was previously MENA Finance and Strategy Director at Lundbeck. He has held various CFO roles, including at Egypt Foods Group, Cleopatra Hospitals Group, the largest Egyptian private healthcare group traded on the Egyptian Stock Exchange and most recently as Group CFO of Magrabi Hospitals.

Ahmed holds a Master of Business Administration from the American University in Cairo and he is a Certified Management Accountant ‘CMA’ from the American Institute of Management Accountants.

Ahmed
Abdullah Alsaeed

Abdullah Alsaeed

Investor Relations Director

Abdullah Alsaeed

Abdullah Alsaeed is the Investor Relations Director at Almasar Alshamil Education. He brings 14 years of experience in finance, capital markets, and corporate strategy. Prior to joining Almasar Alshamil Education, Abdullah held senior roles at leading Saudi companies, including Investor Relations Senior Manager at Dar Al Arkan and Investor Relations & Compliance Manager at Zain Saudi Arabia. He also spent five years with Etihad Etisalat “Mobily” in various investor relations and finance roles. Over the course of his career, Abdullah has led investor relations through market crises, supported major capital restructuring efforts, and contributed to successful debt issuances for top-tier listed companies.

Abdullah holds a Bachelor of Science in Business Administration from Valparaiso University, USA. He is also a Certified Professional Coach in Transformative Coaching and the first Saudi national to ski to the North Pole.

Abdullah Alsaeed
Akram

Akram Razek

General Counsel

Akram Razek

Akram Razek is an accomplished legal executive with over 20 years of experience advising on regulatory matters across the education, pharma, and food & beverages sectors. He currently serves as General Counsel at Almasar Alshamil Education, where he leads all legal, governance, and compliance functions across the group’s diverse portfolio of businesses.

Prior to joining Almasar Alshamil Education, Akram held senior legal leadership roles at Astellas Pharma and PepsiCo. Akram holds a law degree from Cairo University

Akram
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Safia Al Dayel

Human Resources Director

Safia Al Dayel

Safia is an experienced HR professional with over a decade of leadership across the investment, banking, and education sectors. Prior to joining Almasar Alshamil Education, Safia held senior leadership roles including Organizational Development Senior Manager at BSFS and senior HR positions at Maarif Education. In these roles, she led HR transformation initiatives, including performance management frameworks, total rewards programs, and workforce transformation projects.

Safia holds an MBA from Birmingham Professional College in London and is an Associate of the Chartered Institute of Personnel and Development (CIPD) in People Management. She also earned a Bachelor’s degree in English from IMSIU.

arab

26th October

Intention to Float

18th November

Retail Subscriptions Open

2nd – 6th November

Price Range Announcement and Bookbuild Period

20th November

Retail Subscriptions Close

Documents and Downloads

Key Documents

Prospectus

Download

Factsheet

Download

Frequently Asked Questions

Download

Regulatory Announcements

Intention to Float Announcement

Download

Price Range Announcement

Download

Final Offer Price Announcement

Download

Retail Close Announcement

Download

Receiving Agents

SNB Capital

+966 92 0000232
https://snbcapital.com/

EFG Hermes KSA

+966 0112938048
www.efghermesksa.com

Riyad Capital

+966 11 4865649
https://www.riyadcapital.com/

BSF Capital

+966 11 2826666
https://bsfcapital.sa/sfcua/home

Aljazira Capital

+966 11 2256000
www.aljaziracapital.com.sa

Yaqeen Financial Company (Yaqeen Capital)

+966 8004298888
www.yaqeen.sa

Albilad Investment Company

+966 (11) 920003636
www.albilad-capital.com

ANB Capital

+966 11 4062500
www.anbcapital.com.sa

Derayah Financial

+966 11 2998000
www.derayah.com

Al Rajhi Capital

+966 920005856
www.alrajhi-capital.com

Alistithmar for Financial Securities and Brokerage Company

+966 11 2547666
www.alistithmarcapital.com

Alinma Investment

+966 11 218 5999
https://alinmacapital.com/

Alawwal Invest (SAB Invest)

+966 8001242442
www.sabinvest.com

Alkhabeer Capital

+966 12 612 9345
www.alkhabeer.com

Sahm Capital

+966 92 0007889
www.sahmcapital.com

GIB Capital

+966 800 124 0121
www.gibcapital.com

Musharaka Capital

+966 920006811
www.musharaka.sa

Awaed Alosool Capital

+966 8001111870
www.awaed.capital

Frequently Asked Questions

What is Almasar Alshamil Education Company?

Almasar Alshamil Education Company (“Almasar Alshamil Education”) along with its subsidiaries (together referred to as the “Group”) is a leading provider of specialized education across the GCC, serving as the largest private provider of higher education in the UAE and the foremost provider of Special Needs Education and Care (SEC) services in the Kingdom of Saudi Arabia (KSA).

Focused on delivering value through operational excellence, strategic leadership, and a strong commitment to societal impact, the Group currently serves over 28,000 students and beneficiaries across 39 special education and care centers, 14 special education and care schools, three universities with seven campuses, and three clinics, positioning it as a key driver of inclusive, high-quality education throughout the region.

What are Almasar Alshamil Education’s principal activities and businesses?

The Group manages its subsidiaries and delivers a broad range of education services for all age groups, structured across the following business segments:

  • Special Needs Education and Care (SEC): Daycare centers, owned schools and partnerships with third-party-owned private schools, as well as early intervention services and clinics focused on supportive therapies for those concerned with special needs education, delivered through the Human Development Company (HDC) and its subsidiary Human Rehabilitation Company (HRC).
  • Higher Education: Higher education programs offered through Middlesex University Dubai (MDX Dubai) and NEMA Group, as well as vocational and corporate training, which is primarily provided through NEMA Group.

This comprehensive approach has successfully attracted market-leading regional and international talent, equipping them with top-tier knowledge and skills. The Group’s portfolio includes three universities operating across seven campuses, 14 schools, 39 daycare centers, and three clinics, collectively serving more than 28,000 students and beneficiaries.

What is Almasar Alshamil Education’s operational structure and what brands does it manage?

The Group operates through its subsidiaries and branches in both the Kingdom of Saudi Arabia (KSA) and the United Arab Emirates (UAE), owning its entities directly or indirectly, except for NEMA Group, in which it holds 35% of the share capital through a trust structure, and HDC, where it owns 60% of the share capital directly.

The Group’s subsidiaries and operational focus are as follows:

  • HDC: Own 60% of HDC’s share capital. HDC provides services in special needs education, care, and rehabilitation, as well as physical, psychological, and auditory therapy services. HDC undertakes its activities through daycare centers, private schools, and psychotherapy centers.
  • HRC: A wholly owned company by HDC. Undertakes SEC activities through daycare centers and private schools.
  • MDX Associates: A wholly owned company of the Group. Engages in education management and support services and higher education activities and operates MDX Dubai.
  • NEMA Holding Company: Own interest in 35% of the share capital through a trust structure. NEMA holds companies operating in the higher education and training sector. It also has assets represented in majority of the real estate on which the headquarters of its subsidiary universities are located as well as real estate that is leased to other parties.
  • NEMA Education Company: A wholly owned subsidiary of NEMA Holding Company. Engages in investment activities in the education, higher education and corporate training sector.
In which countries does Almasar Alshamil Education operate?

The Group operates mainly in the Kingdom of Saudi Arabia and the United Arab Emirates.

What is the market outlook for the KSA and UAE education sectors?

Kingdom of Saudi Arabia:

  • Saudi Arabia’s robust economic growth (GDP grew at a CAGR of 10.5% between 2021 and 2023) and Vision 2030 initiatives are driving increased investment in education, including special needs services.
  • Demand is reinforced by a youthful population (nearly 44% of the population is under 30, reflecting a predominantly young demographic), rising female employment, and government initiatives (inclusivity and disability promotion), which together boost the need for quality and specialized education.
  • Special needs education in Saudi Arabia is growing rapidly, with 86,875 students enrolled in 2023, reflecting a CAGR of 7.4% since 2021, driven by greater awareness and government initiatives promoting inclusivity. By 2028, enrollments are expected to reach 131,381, reflecting even faster growth at a CAGR of 8.6%, with special education programmes expected to grow faster than full integration education.
  • Enrollments are expected to reach 131,381 by 2028, reflecting even faster growth at a CAGR of 8.6%, with special education programmes expected to grow faster than full integration education. Private providers are set to play a much bigger role in the coming years, driven by government privatization initiatives and increased investments.
  • Human Development Company (HDC), the market leader in both size and specialization, operates 28 daycare centers and 9 schools as of 2023, and is the only scaled player with a 5.8% market share of total enrolled students with disabilities, far outpacing smaller competitors such as Tatweer Education Holding at just 1.2%.

United Arab Emirates

  • The UAE is the GCC’s second-largest economy and currently seeing rising education spending, driven by strong disposable income and growing population and female workforce participation, while establishing itself as a global educational hub.
  • Private institutions are gaining preference due to their flexibility, global exposure, and industry-relevant programs, which have fueled demand, boosting enrolments and revenues.
  • Undergraduate and postgraduate segments are steadily growing, driven by rising demand for high-quality, industry-aligned education, increased private institution enrollment, and government efforts to build a globally competitive, knowledge-based economy.
  • The International Foundation Program (IFP) segment also grew from 1,786 in 2021 to 2,003 in 2023, expanding beyond UK-led institutions to include US, Australian, and Indian universities.
  • Almasar Alshamil Education represented 26.1% of private student enrolments in 2023 through its stakes in Middlesex University Dubai, Abu Dhabi University, and Liwa College, giving it a leading position across different price points and offerings.
  • Middlesex University Dubai is the largest private university in Dubai with 4,878 students enrolled and known for its affordable UK degrees and international diversity.
  • Abu Dhabi University enrolled 8,876 students, recognized for academic quality and global rankings, while Liwa College offered a more affordable alternative, broadening Almasar Alshamil Education’s reach.

*The figures are based on 2023 enrollments.

What is Almasar Alshamil Education’s growth strategy?

The Group has a clearly defined strategy, aimed at delivering growth and shareholder value, whilst at the same time achieving a positive social impact. This strategy positions the Group as an end-to-end education player, serving students and beneficiaries across multiple demographics and age groups.

The strategy is based on the following pillars:

  • Launch of further daycare centers across the KSA and expansion of school partnerships: The Group is expanding its daycare network into underserved markets by replicating a proven, high-quality model, supported by advanced facilities and skilled staff.
  • Ramp-up of recently launched daycare centers in the KSA to capacity: The Group focuses on ramping up newly launched daycare centers by maximizing capacity utilization, enhancing programs, and ensuring consistent quality through an optimized, well-trained workforce.
  • Seeking to grow student enrollments at MDX Dubai: The Group is driving growth by expanding domestic enrollments and attracting international students, supported by its successful one-year International Foundation Program (IFP) and outreach efforts. The university continues to launch market-driven programs in high-demand fields such as health sciences, sports, cybersecurity, data analytics, fintech, and legal technology, aligning education with regional job market needs.
  • Expansion of existing service lines: The Group is expanding its Special Needs Education and Care business by developing 24-hour residential centers that combine inpatient and daycare services, improving quality of care and supporting the shift from public to private provision. It is also exploring entry into the K-12 education sector in KSA and UAE, positioning itself as a full end-to-end education provider in line with national strategies to boost private sector participation. In higher education, MDX Dubai is assessing new job market–aligned programs, while the Group considers opportunities to establish universities across the GCC.
What is the rational for this IPO?

The Offering is being conducted, among other reasons, to allow the selling shareholder to sell part of its shareholdings, while providing access to growth capital, enhancing visibility and credibility, and supporting long-term strategic expansion.

Which Exchange is Almasar Alshamil Education listing on and why?

The Company is listing its shares on the Saudi Exchange (“Tadawul”). Riyadh is the Company’s headquarters and home, and Tadawul was therefore a natural choice for the Group.

Is this a primary or secondary IPO?

This is a secondary offering of existing ordinary shares, with the net proceeds to be received by the selling shareholder.

What will the dividend distribution policy be following the Offering?

The declaration and payment of any dividends will be recommended by the Board and remain subject to approval by the Shareholders at the General Assembly meeting. For the upcoming financial year and over the medium term, the Group intends to pursue a dividend policy linked to its net income.

However, there can be no assurance regarding the actual distribution of dividends or the amounts that may be paid in any given year. Any dividend decisions will depend on, among other factors, the Company’s past and projected earnings and cash flow, financing and capital needs, restrictions under existing financing arrangements, prevailing market and economic conditions, Zakat and tax obligations, as well as other applicable legal and regulatory requirements.

Shareholders shall be entitled to their share of the dividends, whether in cash or shares granted in accordance with the General Assembly resolution issued in this regard, which shall indicate the maturity date and the distribution date. Shareholders registered in the shareholders’ registers at the end of the day on the specified maturity date shall be entitled to dividends.

How to Subscribe

The offering is limited to two classes of investors: institutional and individual investors. For more details, please refer to the Prospectus.

1. Individual investors interested in subscribing to the offering need to submit their subscription applications electronically through the electronic websites and platforms of the receiving entities that offer this service to subscribers or through any other means provided by the receiving entities. This will allow individual investors to subscribe provided that:

a. The individual subscriber has an investment account and an active portfolio with one of the receiving entities offering such services.
b. There has been no changes to the personal information or data of the Individual Subscriber (removal or addition of any family member) since the Subscriber last participated in a recent initial public offering; and
c. Individual Subscribers who are not Saudi nationals or citizens of GCC countries must have an investment account and an active portfolio with a Capital Market Institution that provides such service.

2. The final allocation and the refund of the excess subscription amounts will be announced after the end of the individual subscription period. For more details, please refer to the expected timetable for the offering in the prospectus.

3. It is expected that trading of the company’s shares on the Saudi Exchange Market will begin after all requirements are fulfilled and all related regulatory procedures are completed. The commencement of trading will be announced on the Saudi Exchange website (www.saudiexchange.sa).

Investor Relations
IR@masareducation.com
Media Enquiries

Teneo

AlmasarAlshamilEducation@teneo.com