Audit Committee

During financial year 2025, the Audit Committee held four meetings. All members attended each meeting.

Notes:All Committee members are independent directors.All meetings were duly convened and quorate

The Audit Committee supports the Board in safeguarding the integrity and credibility of the Company’s financial reporting and control environment. Acting under its Board-approved Charter and in alignment with the CMA Corporate Governance Regulations, the Committee oversees:


(i) the preparation and fair presentation of the interim and annual financial statements in accordance with applicable standards;

(ii) the effectiveness of internal control over financial reporting (ICFR) and the adequacy of Internal Audit coverage;

(iii) the independence, qualifications, performance, and fees of the external auditor; and

(iv) significant accounting policies, estimates, judgments, and any unusual or non-recurring transactions that could materially affect the

financial statements. The Committee also monitors management’s responses to audit
findings and ensures timely closure of observations.


Throughout 2025 the Committee comprised three independent directors with relevant financial and industry expertise:

The Committee’s size and composition satisfy regulatory independence requirements and ensure an appropriate balance of accounting, financial, and operational competencies.

The Committee held four properly convened meetings during the year on 25 February, 29 July, 29 October, and 30 November 2025. All members attended each meeting. Agendas and pre-reads (management reports, Internal Audit deliverables, draft financial statements, and external auditor materials) were circulated in advance. An action-tracker was maintained to monitor the status of open items until closure. Where appropriate, the Committee met with the external auditors and with Financial Management to discuss important matters, and held closed sessions without management present.

▸ Approval of prior-meeting minutes and follow-up on all open actions.
▸ Note and ratification of resolutions by circulation where applicable.
▸ Review of the audited financial statements for FY2025, including accounting policies, significant estimates and judgments, and disclosures.
▸ Review of the Internal Audit Report for 2025 and discussion of the risk-based audit plan, coverage, observations, and agreed remediation timelines.
▸ Follow-up on the implementation and closure of observations arising from Internal Audit and external audit reports, with particular attention to ICFR.
▸ Handling of items raised under “Any Other Business”, including emerging compliance and reporting matters.

In accordance with the Committee Charter, auditor independence was assessed against professional and regulatory requirements. On the Committee’s recommendation, the Board approved the appointment of Dr. Mohammed Al-Omari & Partners (BDO) as external auditor from among the nominated candidates.

The agreed scope comprised:
▸ Review and audit of the second- and third-quarter 2025 financial statements
▸ Audit of the annual financial statements
for FY2025
▸ Review of the first-quarter 2026 financial statements.
Total audit fees: SAR 420,000 include Limited assurance report on Related party of SAR 20,000 The Committee monitored the provision of services to ensure independence and did not authorize any prohibited non-audit services.


Based on the work performed by Internal Audit and the external auditors, together with management’s representations, the Committee did not identify any material findings or significant internal control deficiencies during the period. Consequently, no remediation actions were required beyond routine enhancements already underway.

Prior to recommending the financial statements for Board approval, the Committee held detailed sessions with the external auditors and Financial Management to address technical questions and clarifications. No material violations were identified and no audit adjustments or modifications to the financial statements were required as a result of the Committee’s observations. The Committee provided feedback on disclosure clarity to support transparent investor communications.

Nomination and Remuneration Committee