DISCLAIMER

** THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE THE KINGDOM OF SAUDI ARABIA **

The information contained in this announcement is not a prospectus and does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of Almasar Alshamil Education Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction, including in or into the United States, Canada, Japan, Australia or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed offering will be made, and any investor should make his investment decision solely on the basis of the information that is contained in the formal offering documents published by Almasar Alshamil Education Company in connection with the listing and trading of its ordinary shares on the Main Market of Saudi Exchange.

12 November 2025 | Riyadh | Almasar Alshamil Education JSC (“Almasar” or the “Company”), the leading provider of specialized education in the GCC, announces its financial results for the nine-month period (“9M 2025”) and three-month period (“Q3 2025”) ended 30 September 2025.

• Revenue: Grew by 24% year-on-year to SAR 336 million in 9M 2025, driven by strong enrollment growth at Human Development Company (“HDC”, up 25% year-on-year) and Middlesex University (“MDX”, up 12% year-on-year), with total students and beneficiaries reaching 14.4k, excluding NEMA.
• EBITDA: 9M 2025 EBITDA of SAR 129 million, growing by 7% year-on-year, driven by strong enrollment growth, partially offset by higher head office costs associated with the establishment of the Riyadh head office. On a segment basis in 9M 2025, EBITDA increased 16% year-on-year at HDC, 18% year-on-year at MDX and 81% year-on-year at NEMA. 

• Net Profit: 9M 2025 Net Profit increased 5% year-on-year to SAR 84 million, partly impacted by the establishment of the Riyadh head office. On a segment basis in 9M 2025, HDC net profit was flat year-on-year, MDX increased by 35% year-on-year and NEMA increased by 94% year-on-year. 

• Balance sheet: Cash balance of SAR 299 million and low leverage at the end of 9M 2025.
• Q4 2025 outlook: The Company expects a positive outlook for Q4 2025 and the remainder of the academic year based on record student and beneficiary enrollment growth and ongoing operational efficiencies.

9M 2025 Strategic & Operating Highlights

• Strong student and beneficiary growth:0k students and beneficiaries added year-on-year as at September 2025, bringing the total students and beneficiaries base to 28.0k with record increases at MDX (6.4k total students, up 12% year-on-year), HDC (8.0k total students and beneficiaries, up 25% year-on-year) and at NEMA Holding (13.6k total students, up 25% year-on-year).
• Expanding Special Needs Education and Care network: HDC continued its growth trajectory, opening four new daycare centers during the first nine months of 2025, following the launch of eight new centers in 2024, bringing the total to 39. In addition, HDC also expanded its schools network to 14, increasing from ten in the prior year.
• MDX International Student Growth: Delivering on a key strategic priority, international students at MDX grew by 39% to 3.4k students, with the international student base now comprising more than 50% of total students as at September 2025.

• New MDX academic offering: MDX launched The London Sports Institute during 9M 2025, offering cutting-edge education, professional training and applied research in Sports Science.

9M 2025 Financial Highlights

• Revenue: Grew by 24% year-on-year to SAR 336 million in 9M 2025, driven by:
  • HDC (Special Needs Education and Care): 23% year-on-year increase to SAR 155 million, driven by a 25% year-on-year increase in beneficiaries to 8.0k and the continued expansion and ramp-up of the daycare center network.
  • MDX (Higher Education): 24% year-on-year increase to SAR 181 million, driven by over 12% year-on-year growth in enrollments at MDX to 6.4k students, primarily due to growth in international students, which comprised more than 50% of the total student base as at September 2025.

• EBITDA: SAR 129 million in 9M 2025, increasing by 7% year-on-year, driven by strong EBITDA growth across all business units, as follows:
  • HDC (Special Needs Education and Care): Up 16% year-on-year to SAR 57 million, driven by continued network expansion and growth in beneficiaries at existing centers.
  • MDX (Higher Education): Up 18% year-on-year to SAR 62 million, supported by enrollment growth led by international students.
  • NEMA (Higher Education): Share of result of SAR 28 million up 81% year-on-year driven by strong enrollment growth and operational efficiencies.
  • Consolidated basis: EBITDA growth was partly offset by higher head office costs, primarily driven by SAR 19 million in additional costs from the establishment of the new Riyadh head office in 2025.

• Net Profit: Increased by 5% year-on-year to SAR 84 million in 9M 2025. By segment, the growth was driven by the following, which excludes head office related costs:
  • HDC (Special Needs Education and Care): SAR 32 million, in line with the prior year, with underlying growth in existing facilities offset by costs associated with newly launched facilities that will drive growth in future periods.
  • MDX (Higher Education): SAR 47 million, up 35% year-on-year.
  • NEMA (Higher Education): SAR 26 million, up 94% year-on-year.

 Q3 2025 Financial Highlights

• Revenue: Increased 29% year-on-year to SAR 48 million, up from SAR 37 million in Q3 2024, reflecting strong enrollment growth and daycare center expansion:
  • HDC (Special Needs Education and Care): SAR 38 million of revenues growing by 26% versus Q3 2024.
  • MDX (Higher Education): 45% year-on-year increase in summer program revenues to SAR 10 million.

• EBITDA: As disclosed in the prospectus, and consistent with the seasonality of the education sector, in Q3 2025 EBITDA was a SAR (8) million loss, compared to a SAR 2 million profit in Q3 2024, reflecting the seasonal reduction in revenue during the summer academic break. The EBITDA loss compared to the same quarter in the prior year reflects the relative increase in the Company’s operational cost base as a result of the strong growth in student numbers, and the ongoing launch and ramp-up of new centers (three added in Q3 2025). Additionally, costs associated with the new Riyadh head office added an incremental SAR 8 million to the Company’s operating cost base during Q3 2025, compared to the same quarter in the prior year. On a segment basis, which excludes head office related costs:
  • HDC (Special Needs Education and Care): SAR 12 million profit, up 23% year-on-year.
  • MDX (Higher Education): SAR (16) million loss, down 31% year-on-year, reflecting the growth in the student base and typical seasonality over the summer months.
  • NEMA (Higher Education): Share of result of SAR 3 million profit versus a loss of SAR (1) million in the prior year.

• Net Profit / (Loss): SAR (18) million loss compared to SAR (9) million loss in Q3 2024. The following outlines Net Profit on a segment basis, which excludes head office related costs:
  • HDC (Special Needs Education and Care): SAR 3 million profit, down 30% in the quarter from SAR 5 million in the prior year, impacted by costs associated with newly launched centers and higher operational costs during the summer academic break, due to the ongoing growth in the beneficiary base which will positively impact Q4 2025 and beyond.
  • MDX (Higher Education): SAR (16) million loss, broadly flat year-on-year, with higher revenue offset by higher operating costs due to increased student numbers.
  • NEMA (Higher Education): Share of result of SAR 2 million profit versus a loss of SAR (2) million in the prior year.

• Q4 2025 outlook: The Company expects a positive outlook for Q4 2025 EBITDA and the remainder of the academic year, based on record student and beneficiary enrollment growth and ongoing operational efficiencies as the Group grows and scales.

Majed Al Mutairi, Chief Executive Officer of Almasar Alshamil Education, added:

“Almasar Alshamil Education continued its strong momentum during the first nine months of 2025, with revenues rising 24% year-on-year to SAR 336 million and EBITDA increasing 7% to SAR 129 million, reflecting record enrollment growth, with total students and beneficiaries reaching 28.0k. As is customary and due to inherent seasonality in the education sector, we recorded an operating loss in Q3 2025 reflecting the impact of the summer academic break on revenues. However, we remain positive on Q4 2025 and the remainder of the academic year, with EBITDA expected to be supported by record student and beneficiary enrollment growth and ongoing operational efficiencies as the Group grows and scales.

“Strategically, we are focused on driving strong organic growth across our Special Education Needs and Care and Higher Education businesses through the ongoing expansion of HDC’s network of centers and schools and broadening our international student base at Middlesex University Dubai to include students from new markets across Africa, the GCC, the Levant and Western Europe, while exploring opportunities to enter other complementary education verticals. As we prepare for our listing on the Saudi Exchange later this year, we remain committed to investing in high-impact growth opportunities and delivering long-term value for our shareholders.”

⁽¹⁾ Cash and bank balances include the cash and bank balances of Almasar Alshamil Education JSC and its subsidiaries. Comparative figures refer to the balance as at 31 December 2024.

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. Neither the Company nor the Financial Advisor and their respective affiliates and other advisors undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company, shareholder, the Financial Advisor to proceed with the Offering or any transaction or arrangement referred to therein. This announcement has not been approved by any competent regulatory authority. The contents of this announcement are not to be construed as legal, financial, investment or tax advice.

The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes must inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, outside the Kingdom of Saudi Arabia.

This announcement is not an offer for sale of securities of the Company, directly or indirectly, in or into the United States. The Offer Shares may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of the Offer Shares under the Securities Act or the laws of any state in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being, and may not be, distributed, forwarded or otherwise sent, directly or indirectly, in or into the United States.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the Offer Shares referred to herein to any person outside the Kingdom of Saudi Arabia or any person particularly in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of the Offer Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. There will be no public offer of the Offer Shares in the United States, Australia, Canada, South Africa or Japan.

This announcement is being distributed subject to the provisions of the Rules on the Offer of Securities and Continuing Obligations (“OSCO Rules”) issued by the CMA, and should not result in any binding undertakings to acquire shares or subscribe in the Offering. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Neither this announcement nor anything contained herein 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 Offer Shares on the basis of the CMA approved Arabic language prospectus to be issued and published in due course (the “Prospectus”). The information in this announcement is subject to change. Copies of the Prospectus will, following publication, be available on the websites of the Company at https://masareducation.com/IPO, Tadawul at www.saudiexchange.sa, the CMA at www.cma.org.sa and the Financial Advisor at www.snbcapital.com.

This announcement is not an offer document for the purposes of the OSCO Rules and should not be construed as such. The CMA and the Saudi Exchange do not take any responsibility for the contents of this announcement, do not make any representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this announcement.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “can,” “consider,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “ought to,” “potential,” “plan,” “projection,” “seek,” “should,” “will,” “would,” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause the actual results to differ materially from those expressed or implied by any such forward-looking statements or contained in projections, including, among other things, risks specifically related to the Company and its operations, the development of global economic and industry conditions, and the impact of economic, political and social developments in Saudi Arabia. Forward-looking statements speak only as of the date they are made. Each of the Company, and the Financial Advisor and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

There is no guarantee that the Offering will occur and you should not base your investment decisions on the Company’s intentions in relation to the Offering. This announcement does not constitute a recommendation concerning the Offering nor any declaration or undertaking by any means. Acquiring Offer Shares to which this announcement relates 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.

The Financial Advisor is acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective client, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by and are the sole responsibility of the Company. Neither the Financial Advisor nor any of it affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, the Financial Advisor and any of its affiliates, may take up a portion of the Offer Shares in connection with the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Offer Shares and other securities of the Company or related investments in connection with the Offering or otherwise.

References in the Prospectus, once published, to the Company’s shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Financial Advisor and any of its affiliates acting in such capacity. In addition, the Financial Advisor and any of its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Financial Advisor and any of its affiliates may from time to time, acquire, hold or dispose of securities. The Financial Advisor does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.