DM Holdings moves to acquire significant stake in Bank Makramah

DM Holdings Limited has submitted a firm intention to acquire a significant shareholding in Bank Makramah Limited, with the proposed transaction potentially requiring a public offer for at least half of the bank’s remaining voting shares.

Bank Makramah informed the Pakistan Stock Exchange (PSX) that it had received the acquisition intention from a consortium led by DM Holdings Limited. The proposal was placed before the bank’s board of directors on June 11, 2026.

Arif Habib Limited has been appointed manager to the offer and submitted the public announcement of intention on behalf of DM Holdings.

The number of shares to be acquired through a share purchase agreement and the percentage involved have not yet been determined.

The size of the subsequent public offer also remains undetermined, according to the disclosure.

Under takeover regulations, if DM Holdings proceeds with the acquisition of shares and gains control of Bank Makramah, it will be required to offer to purchase at least 50% of the remaining voting shares.

The transaction may also become a competitive bid if another prospective buyer has already made an earlier public offer for the bank.

The proposed acquisition remains subject to regulatory approvals and may be withdrawn if the relevant authorities do not grant the necessary clearances.

Arif Habib said the announcement of intention would be published in two newspapers within two working days.

DM Holdings Limited was incorporated in Pakistan on May 16, 2026, less than a month before the acquisition announcement. The company has an authorised capital of Rs 100 million and a paid-up capital of Rs 1 million.

Mr Deoomal Essarani owns 50% of DM Holdings, while Dr Tara Chand and Mr Mahesh Kumar each hold 25%.

Dr Tara Chand serves as chief executive officer and director, while Mr Deoomal Essarani and Mr Mahesh Kumar are directors.

The company described itself as a privately held investment and holding business seeking strategic investments and long-term capital deployment across different sectors.

Its principals have experience in industrial turnarounds, sugar and ethanol manufacturing, packaging, fertiliser and commodity trading, according to the announcement.

The ultimate beneficial owners have stakes in businesses including United Agro Chemicals, United Ethanol Industries Limited, SGM Sugar Mills Limited, Rainpur Sugar Mills Limited, Sindh Abadgar’s Sugar Mills Limited and Pakistan Corporate Restructuring Company Limited.

Dr Tara Chand holds a 40% stake in Synergy Packaging (Pvt) Limited, 39% in Agro Trade (Pvt) Limited and 50% in United Commodities (Pvt) Limited. 

Deoomal Essarani, Dr Tara Chand and Mahesh Kumar jointly hold 80% in United Agro Chemicals, 83% in United Agro Chemicals (Pvt) Limited, 71% in United Ethanol Industries Limited, 49% in SGM Sugar Mills Limited, 57% in Rainpur Sugar Mills Limited, 23% in Sindh Abadgar’s Sugar Mills Limited and 57% in Pakistan Corporate Restructuring Company Limited.

DM Holdings already has an indirect link to Bank Makramah through SGM Sugar Mills Limited, which owns 102,659 shares, equivalent to 0.01% of the bank.

The three ultimate beneficial owners of DM Holdings collectively own 49% of SGM Sugar Mills.

Bank’s ownership and market price 

Mr Abdulla Nasser Abdulla Hussain Lootah is currently Bank Makramah’s largest shareholder, holding 861.164 million shares, or 83.78% of the issued capital.

Bank Makramah has 1.028 billion issued ordinary shares with a face value of Rs 10 each.

The bank’s share closed at Rs61.22 on June 11, one day before the public announcement of intention.

Its volume-weighted average price over the 28 days from May 15 to June 11 stood at Rs59.01.

Bank returns to annual profit

Financial information included in the announcement showed that Bank Makramah reported a profit after Bank returns to annual profit

tax of Rs8.83 billion for 2025, compared with a loss of Rs5.206 billion in 2024.

Earnings per share stood at Rs8.83 for 2025, against a loss per share of Rs1 in the previous year.

Non-markup income rose to Rs7.958 billion from Rs3.627 billion, while the bank recorded a net interest loss of Rs857 million, compared with a Rs4.073 billion loss in 2024.

Total assets stood at Rs213.683 billion at the end of 2025, down from Rs298.221 billion a year earlier.

Deposits and other accounts declined to Rs168.856 billion from Rs185.860 billion.

Shareholders’ equity, however, increased to Rs23.717 billion from Rs8.252 billion in 2024. The bank had reported negative equity in 2021, 2022 and 2023.