Corporate Governance

1. Company Philosophy

The principles of Corporate Governance mainly deal with the way companies are led and managed, the role of the Board of Directors and the framework of internal controls. At Al Anwar Investments SAOG (AAI), the Board supports the highest standards of Corporate Governance. The Board of Directors is responsible for approving and monitoring the Company’s overall strategy and policies, including risk management policies, control systems, business plan and annual budget. The Management is responsible to provide the Board with appropriate and timely information to monitor and maintain effective control over strategic, financial, operational and compliance issues. The Board confirms that Al Anwar Investments SAOG applies the principles set out in the Financial Services Authority (FSA) Code of Corporate Governance for Public Listed Companies (the “Code”) and other rules and guidelines issued by the FSA from time to time.

We follow “International Financial Reporting Standards (IFRS)” in the preparation of accounts and financial
statements.

2. Composition of the Board of Directors

During the year ended 31 March 2024, the Board consisted of seven directors who have varied backgrounds and experience and who individually and collectively exercise independent and objective judgement. The composition and the independence of the board of directors is in accordance with the Code and Regulation for Public Joint Stock Companies. The members were elected to the Board at the Annual General Meeting held on 30 June 2021 for a term of 3 years. Board composition as on 31 March 2024 are as follow:

Director	Position	Independent /Non-Independent
Brig. (Rtd.) Masoud Humaid Al Harthy	Chairman	Non-Independent
Dr. Shabir Moosa Al Yousef	Deputy Chairman	Non-Independent
Mr. Abdulredha Mustafa Sultan	Director	Independent
Mr. Qaboos Abdullah Al Khonji	Director	Non-Independent
Sheikh Mohamed Abdullah Al Rawas	Director	Independent
H.H.Fahar Bin Fatik Al Said	Director	Independent
Mr. Faisal Mohamed Al Yousef	Director	Non-Independent

3. Board Meeting

The Board met six times during the year. The meetings were held on 3 May 2023, 28 May 2023, 13 August 2023, 26 September 2023, 12 November 2023 and its continuation meeting on 29 November 2023 and 11 February 2024.

Sr.	Name of the Director	Position	AGM	Number of meetings attended			Number of Directorship in other listed companies
			Held on	Board	NREC	AC
			22-06-2023
1	Brig. (Rtd.) Masoud Humaid Al Harthy	Chairman	Present	6	–	–	1
2	Dr. Shabir Moosa Al Yousef	Dy. Chairman & Chairman NREC	Present	6	6	–	3
3	Mr. Abdulredha Mustafa Sultan	Director & Chairman AC	Present	5	–	4	1
4	Mr. Qaboos Abdullah Al Khonji	Director & NREC Member	Present	6	6	–	2
5	Sheikh Mohamed Abdullah Al Rawas	Director & NREC Member	Present	6	5	–	2
6	H.H. Fahar Bin Fatik Al Said	Director & AC Member	Present	6	–	4	1
7	Mr. Faisal Mohamed Al Yousef	Director and AC Member	Present	6	–	4	2

The Meeting attendance fees paid to the members for each meeting attended is as follows with a cap of maximum RO 10,000 per member: Chairman – OMR 2,000, Deputy Chairman – OMR 1,600, Other Members – OMR 1,500

4. Board Committees:

Nomination, Remuneration & Executive Committee (NR&EC)

NR & EC is a sub-committee of the Board consisting of the following three directors:

Dr. Shabir Moosa Al Yousef Chairman

Mr. Qaboos Abdullah Al Khonji Member

Sheikh Mohamed Abdullah Al Rawas Member

The NR & EC is delegated powers and authority to facilitate the smooth running of the operations of the Company and exercise all the responsibilities of the Board which are beyond the authority of the management and within the limits set out in the Manual of Authority approved by the Board. The Committee also assists the general meeting in the nomination of proficient directors and the election of the fit for the purpose, assist the Board in selecting the appropriate and necessary executives, provide succession planning for the executive management and Board chairman and fixing the appropriate remuneration and incentives for the executive management.
The NR & EC is governed by the terms of reference (Charter) approved by the Board. The working plan of the
committee is approved by the Board every year.

The NR&EC met six times during the year on 24 May 2023, 6 June 2023, 8 August 2023, 24 October 2023, 8 November 2023 and 4 March 2024.

The Meeting attendance fees paid to the members for each meeting attended was OMR 650 for Chairman and OMR 550 for Members as approved by AGM.

Audit Committee

The Audit Committee (AC) is a sub-committee of the Board, comprising of the following three non-executive directors, who are appointed by Board:

Mr. Abdulredha Mustafa Sultan Chairman

H.H. Fahar Bin Fatik Al Said Member

Mr. Faisal Mohamed Al Yousef Member

The Audit Committee is constituted in accordance with the provision of the Regulation for Public Joint Stock Companies issued by Financial Services Authority (FSA). Audit Committee Chairman is an Independent Director and majority of the members are Independent Directors. All the members are experienced and have sound knowledge of risk management, governance, finance and accounting. The terms of reference (Charter) of the Audit Committee are in accordance with the Regulation for Public Joint Stock Companies issued by FSA. The working plan of the committee is approved by the Board every year.

Major areas covered by the Audit Committee are matters concerning:

The Audit Committee met four times during the year on 24 May 2023, 9 August 2023, 12 November 2023, and 11 February 2024.
The Meeting attendance fees paid to the members for each meeting attended was OMR 650 for Chairman and OMR 550 for Members as approved by AGM.

5. Brief Profile of the Directors

Brig. (Rtd.) Masoud HumaidAl Harthy

Masoud Humaid Al Harthy is a retired brigadier from the Royal Guard of Oman. He holds a Bachelor Certificate in Army Science Management with an experience of 34 years in military services.

Masoud Al Harthy possesses a very solid experience in many fields including mining, manufacturing and infrastructure (drilling and blasting) industries with a track record of successfully establishing both local and regional projects (both green and brown field projects) He is currently the Chairman of Al Anwar Investments SAOG, Al Maha Ceramics SAOG, FIPCO SAOC in addition to being Board member in several other Companies.

Dr. Shabir Moosa Al Yousef

He holds PhD and Master of Research in Economics from University of Essex (UK), MBA in Finance from University of Lincolnshire & Humberside (UK), Master of Science from Colorado School of Mines (U.S.A), and
Bachelor’s degree in Electronics and Communications from Sultan Qaboos University.

Previously, he held many senior positions such as Chief Executive Officer of Oman Investment & Finance Co. SAOG, General Manager of Damac Holding in U.A.E, Group General Manager Truck Oman LLC, and a Petroleum Engineer post in Petroleum Development Oman (PDO).

He is currently the Vice Chairman of the Board of Al Anwar Investments SAOG, the Vice Chairman of Al Maha Ceramics SAOG, the Vice Chairman of Oman Chlorine SAOG, and a Board member in Arabia Falcon Insurance Company SAOG and Cactus Premier Excavation Services Company SAOC. He is also a member of General Secretaire of the Tender Board of Oman.

Mr Abdulredha Mustafa Sultan

He holds a Bachelor Degree in Commerce majoring in Finance from San Diego State University, USA. He is Deputy Chairman of Al Jazeera Services Co. SAOG, and Board member of Fisheries Development Oman SAOC (FDO). He is Managing Director in Mustafa Sultan Enterprises LLC. He is a member of the Young Presidents’ Organization. He is also the Honorary Consul of Finland in Oman. He is member of Omani British Society (OBS) since 1999 & currently a board member of OBS.

Mr. Qaboos Abdullah Al Khonji

Mr. Qaboos Al Khonji belongs from the esteemed Al Khonji family, renowned for its traditional business practices. He holds a Bachelor’s degree in Business Administration from the United States and expanded extensive expertise across multiple industries, including Construction, Retail, Real Estate Development, Manufacturing, Investment Banking and the Hotel Industry. Mr. Qaboos holds directorship positions in several prominent SAOG / SAOC / LLC companies in Oman. He serves as the Deputy Chairman of the Board and Chairman of NREC for Financial Corporation Co. SAOG (Fincorp). Additionally, he holds the position of Deputy Chairman of the Investor’s Committee at FINCORP Al
Amal Fund and serves on the Board of Oman Chlorine SAOG and Al Anwar Investment SAOG.

As Chairman of Al Binaa Constructions & Industry SAOC and Deputy Chairman of Al Khonji Real Estate Development SAOC (AQAR), Oman Hotels & Tourism Co. SAOC, Desert Night Resort SAOC, and Al Sharqiya Hotels & Tourism Co. SAOC, where Mr. Qaboos performs key leadership roles. He also serves as a Board Member for Al Anwar Industrial Investments SAOC. Furthermore, Mr. Qaboos holds the positions of Deputy Chairman for Al Khonji Group LLC and Al Khonji Invest LLC.
In his past roles, Mr. Qaboos served as General Manager at Moosa Abdul Rahman Hassan & Co. from 2000 to 2002. He also held the position of Deputy Chairman of the Board at OIFC SAOG from 2008 to 2014.

Additionally, he served as a Board Member at various companies, including Taageer Finance Co. SAOG (2008 – 2014), Al Maha Ceramics Co. SAOG (2010 – 2023), and Al Anwar Hospitality SAOC (2022 – 2024).

Sheikh Mohamed Abdullah Al Rawas

Holds an honorary doctorate in business administration from Luton University in 2005, one of the first in Asia and the Middle East to obtain that doctorate from this prestigious University for his efforts in the higher education sector in the Sultanate of Oman during his presidency of the board of directors of Majan University College. He also holds a Bachelor’s degree in Business Administration, majoring in Finance and Investment, from Cairo University. He is currently a member of Al Anwar Investments SAOG, Dhofar Food and Investment SAOG and Dhofar International Development & Investment Holding Co. SAOG (DIDIC).

He has previously held positions as a board member in Oman Aviation Services Company SAOC and Emirates Investment Holding Company SAOG. He served as Vice Chairman of the Board of Directors of Raysut Cement Company SAOG and was a member of the Board of Directors of the Oman Chamber of Commerce and Industry.

He represented the Chamber in the Union of Arab Banks and the ESCWA organization in Beirut. Additionally, he held the role of honorary treasurer in OCCI and chaired the Banking and Investment Committee within the Chamber. He was also a member of the Temporary Committee for Economic Diversity in the Central Bank of Oman and served on the Board of Directors of Literacy & Ministry of Education. Moreover, he held the position of Vice Chairman of the Board of Directors of the Gulf Plastic Company and served as a member of the Board of Directors of Global Computer Services LLC (Globcom). He represented OCCI in the Arab League and the Union Economic Council. Furthermore, he was a board member in Oman Packaging Company SAOG.

He is also a partner of Qunooz Oman Holding, member of the board of directors of Al Rawas Holding Group and a shareholder partner in Oman Treasures Holding Company.

H.H. Fahar Bin Fatik Al Said

Holds a Bachelor’s degree in Business Administration from Anglia Ruskin University in the United Kingdom. He also holds a Diploma in International Business Administration from the London School of Business and Finance. H.H is currently Director of the Branch Affairs Department in State Audit Institution of Sultanate of Oman, Chairman of the Board of Directors of Fahar Bin Fatik LLC, Vice Chairman of the Board of Directors of Fatik Bin Fahar Group companies, Honorary chairman of Oman food Bank (DAYMA) and Board member of Ubar Hotels & Resorts SAOG (Oman).

Mr. Faisal Mohamed Al Yousef

Faisal Al Yousef is the CEO of Al Yousef Group LLC(AYG). He joined the group after working with Ernst & Young (Chartered Accountants) in Oman and the UAE as an Audit specialist. He is a Fellow of Chartered Certified Accountant (ACCA, UK) and also holds an Executive MBA from Oxford university (Said Business School) a BSc in Economics from SOAS (University of London), UK. He also holds an Advance Diploma in insurance from the Bahrain Institute of Banking and Finance. Faisal Al Yousef represents AYG on the boards of various investee companies, including Chairman of Muscat Finance, Chairman of Al Ruwad International for Education Services and Deputy Chairman of Cactus Premier Drilling Services and Truck Oman Oil and Gas Services and a Board member of Bank Dhofar, and Al Anwar Investments. He is also the Executive Director of Muscat Electronics. Throughout Faisal Al Yousef's career he was involved with at least three green field projects. Two of these are today listed on the Muscat Stock Exchange. Faisal Al Yousef brings with him two decades of experience in banking and finance and insurance and investments through his participation as a past Board Member and investor representative of various companies.

Faisal is also involved with a number of voluntary works including the Oman Tennis Association and Board of Governors of the Government Schools in Matrah.

6. Process of nomination of the Directors

The company follows the provisions of the Commercial Companies Law and Financial Services Authority Law & Regulations in respect of nomination of the members of the Board of Directors.

7. Management

The members of the management of the company are appointed with proper contracts clearly defining the terms of reference.

8. Brief profile of top management personnel with executive powers

Khalid Abdullah Al Eisri, Chief Executive Officer

He is Chartered Financial Analyst (CFA) and holds a Bachelor's degree in Finance from Sultan Qaboos University. He has more than 18 years of experience in investment management and corporate advisory. Prior to joining Al Anwar Investments, he held the position of Acting Senior Manager at the
Oman Investment Authority.
Mr. Khalid is a director in National Biscuit Industries Ltd SAOG, National Detergent Co SAOG, Voltamp Energy SAOG, and Al Ruwad International for Education Services SAOC. He also held directorship in several companies such as RAK Ceramics, Al Hosn Investment Company, Oman Growth Fund, Oman & Emirates Investment Holding Company, Ubar Capital, United Finance and Gulf Mushroom Production Company and Oman Chlorine SAOG.

Dhiraj Chidwal, Manager – Internal Audit & Risk Management, Board Secretary

Dhiraj Chidwal is a Chartered Accountant with accreditations from the Institute of Chartered Accountants of India and Certified Public Accountant (CPA) from USA. He has more than twenty-two years of experience in the field of Internal Audit, Finance and Accounting. Prior to Al Anwar, he worked for one of leading private bank in India as Chief Manager, Internal Audit. He has extensive experience in the Internal Audit of Banking and Finance sector.

Mubarak Al Ghazali,Manager – Administration & Compliance

Has more than 29 years of experience in insurance, management, HR, administration and corporate governance and compliance. Holds General Diploma certificate and certificate in Human Resource Management. He Attended several training courses, workshops in various fields like Governance and compliance, HR, Executive Management skills, effective leadership and other areas. Also attended many conferences and seminars organized by Muscat Stock Exchange, Financial Services Authority, Omani Securities Association, Oman Centre for Governance and Sustainability and other government and private bodies. He is currently a board member in Al Anwar Hospitality SAOC. Held previously directorship in Al Anwar Industrial Investments SAOC. He also has extensive experience in establishing companies in all their legal forms.

Ahmed Ibrahim, Assistant Finance Manager

Ahmed Ibrahim boasts an MBA in Financial Markets from the Institute for Market Studies (IEB Spain) and a Bachelor of Commerce from Zaqaziq University (Egypt). With a robust career spanning 24 years across banking, advertising, detergent manufacturing, and investment companies, he brings a wealth of expertise to the table. His forte lies in meticulously overseeing and optimizing financial and treasury operations.

9. Means of communication with the Shareholders and investors

An announcement of the invitation to attend the Annual General Meeting of shareholders, which contains all the details of the audited financials, Directors’ Report and other reports, is sent
through the channels approved by the Financial Services Authority.
The Quarterly results of the company as per IFRS, are prepared by the management for every
quarter, reviewed by the Audit Committee, approved by the Board and also published in the
Newspapers as per the directives of FSA. Copies are made available to shareholders on request.
Results are also uploaded on the website of Muscat Stock Exchange (MSX).
Pursuant to the Executive Regulations of the FSA, AAI has disclosed the initial quarterly and annual
un-audited financial results within 15 days from the end of the period.
Important Board decisions are disclosed to the investors through MSX from time to time. The
company has its official website, www.alanwar.om for its investors. The website is updated from
time to time.
In compliance with the regulations of the FSA, the company conducted discussion sessions for
shareholders, investors, and analysts twice a year. The link to these sessions was disclosed on
MSX, and the video recordings of the sessions were uploaded to the company’s website.
The Management Discussion and Analysis Report forms part of the Annual Report.

11. Remuneration matters

The meeting attendance fee was paid as approved by shareholder in AGM held on 22 June 2023. A
total of OMR 70,000 (FY 2022-23: OMR 70,000) was paid to Directors for meetings attended
during the year from 1 April 2023 to 31 March 2024.
A sum of OMR NIL (FY 2022-23: NIL) was reimbursed to Directors towards travelling expenses for
attending the meetings in addition to above mentioned sitting fees.
The remuneration for the employees is, after critical evaluation, fixed by the Board, based on
qualification, expertise and efficiency of the executives. The total remuneration of the top four employees for financial Year 2023-24 was OMR 218,089 (The top four for FY 2022-23: OMR 193,195).
The Board recommends Directors’ remuneration of OMR 64,500 for the year 2023-2024 to the
AGM for approval. (FY 2022-2023: OMR 64,500).

11. Details of non-compliance by the company

No penalties have been imposed by FSA or MSX or any other statutory bodies on the company during
the year 2023-24

12. Market price data

The performance of the Company’s share price during the financial year ended 31 March 2024 against
MSX Index is shown below:

The above information has been prepared using month-end closing rates.
The monthly high and low share price of the company during the financial year ended 31 st March 2024
was as under:

13. Distribution of Shares

The shareholding pattern as on 31 March 2022 is as given below:

Distribution	No of Shareholders	% of Shareholders	No of Shares	%of No. of Shares
Distribution	No of Shareholders	% of Shareholders	No of Shares	%of No. of Shares
1 to 50,000	1530	84%	12,462,088	6%
50,001 to 100,000	115	6%	8,318,945	4%
100,001 to 200,000	75	4%	10,478,781	5%
200,001 to 500,000	61	3%	18,240,440	9%
500,001 & Above	48	3%	156,499,746	76%
Grand Total	1829	100%	206,000,000	100%

The Company does not have any foreign Global Depository Receipts (GDR) / American Depository
Receipts (ADR) / Warrants or any other instrument of any type issued to public or institutional
investors or any other class of investors.

14. Corporate Social Responsibility (CSR)

Al Anwar Investments SAOG is committed to support the society and environment. During the year,
company has contributed OMR 10,000.

15. Professional profile of the statutory auditor

BDO LLC, the statutory auditors of the Company, have been operating in the Sultanate of Oman since 1976. BDO LLC is an independent and legally distinct member firm of BDO International Limited. BDO, one of the leading professional services firms, providing industry focused Assurance, Tax and Advisory services, has over 111,000 employees working in a global network of 1,800 offices situated in 164 countries and territories.

BDO LLC is accredited by the Financial Services Authority to audit publicly listed joint stock companies (SAOGs) in Oman. The fees for auditing the financial statements for the year ended March 31, 2024 and the report on compliance with the corporate governance law amounted to OMR 8,000.

16. Internal auditor

Company has a full time qualified and experienced Internal Auditor who works under the supervision
of the Audit Committee. External quality assessment of the Internal Audit Unit (IAU) has been carried
out during the year and we are glad to inform that their overall assessment is that the activities of IAU
“Generally Conforms” with the Standards and the Code of Ethics as per guidelines issued by The
Institute of Internal Auditors (IIA).

17. Specific areas of non-compliance with the provisions of corporate governance and reasons

This report is prepared in compliance with the Code of Corporate Governance and covers all the items
specified in Annexures 3 of code of Corporate Governance issued in July, 2015 and updated in
December, 2016.

18. Acknowledgement by Board of Directors

The Board of Directors is responsible for the preparation of the financial statements in accordance
with the applicable standards and rules.
There are no material things that effect the continuation of the Company and its ability to continue its
operations during the next financial year.
The Board of Directors, through the Audit Committee’s consideration of the results of the internal
audit work and discussions with the external auditors, together with their examination of periodic
management information and discussions with the management, have reviewed the operation of
internal controls during the year ended 31 March 2024. The Board of Directors has concluded based
on this those internal controls operated effectively throughout the year.

For Al Anwar Investments SAOG

Dr. Shabir Moosa Al Yousef Abdulredha Mustafa Sultan
Deputy Chairman Chairman Audit Committee