BML Restructuring — The Takeover, the Merger, and the Rating Recovery

Written & reviewed by Dildar Hussain — 10+ years in Pakistani banking, BS Banking & Finance (NUML University) · Last Verified: Sep 10, 2026

BML restructuring covers a chain of connected events: a 2023 change of control that brought in a new majority shareholder, a follow-on plan to fix the bank's capital shortfall, and a 2025 corporate merger that helped close the gap. None of this happened in one step — it's been a multi-year process spanning a headquarters property sale, a Term Finance Certificate settlement, and a credit rating recovery. This page lays out what's confirmed at each stage, sourced from BML's own audited financial statements.

BML Restructuring: Quick Answer

The core of BML's restructuring was a 2023 takeover: Dubai-based investor Nasser Abdulla Hussain Lootah injected roughly Rs. 10 billion into what was then Summit Bank Limited by subscribing to 3.98 billion new shares at Rs. 2.51 each, taking majority control and triggering the bank's rename and Islamic conversion. In 2025, the Competition Commission of Pakistan approved a further step — merging Global Haly Development Limited into BML — as part of continuing efforts to meet the State Bank of Pakistan's Minimum Capital Requirement. Most recently, on August 18, 2026, BML's board approved a further Rs. 10 billion sponsor injection from Lootah, initially booked as an advance against share subscription pending regulatory approval to convert it into equity.

BML Restructuring: Timeline

Every milestone below is sourced from the sections on this page — dates and figures link back to the fuller explanation further down. Milestone events (ownership and identity changes) are marked in gold; capital and balance-sheet events are marked in navy.

Why Restructuring Was Necessary

Before the 2023 takeover, Summit Bank Limited was reporting negative equity of roughly Rs. 16 billion and had defaulted on a Rs. 1.5 billion Term Finance Certificate (TFC) obligation, according to statements its own CEO Jawad Majid Khan gave to shareholders in early 2023. Pakistan's government had reportedly committed to the IMF that Summit Bank and a peer lender would be placed into formal "resolution" by May 2023 if they failed to meet the first stage of recapitalisation by that March — the kind of forced restructuring or sale that hit KASB Bank in 2015. TFC holders granted the bank a one-year extension to October 2023 rather than forcing default proceedings, buying time for the capital raise to go through.

The 2023 Takeover and Equity Injection

In April 2023, Nasser Abdulla Hussain Lootah subscribed to 3.98 billion new Summit Bank shares at Rs. 2.51 per share — a subscription of roughly Rs. 10 billion — which gave him a majority equity stake, initially reported around 51% and later disclosed at approximately 60.44% alongside a related entity, Suroor Investments Limited. The deal required and received approval from the State Bank of Pakistan, the Securities and Exchange Commission of Pakistan, and the Competition Commission of Pakistan. With the new capital and majority control in place, the Board of Directors moved through 2023 toward two connected goals: fixing the capital shortfall and converting the bank to a full Islamic institution, engaging AF Ferguson (a PwC member firm) and legal consultants Haidermota & Co. on the restructuring plan. SBP approved the name change to Bank Makramah Limited on July 17, 2023.

G-2 Building Sale (Karachi Head Office)

BML's own name for this property is Cullinan Tower (also written "Cullinam Tower" in filings), formerly Summit Tower — the Bank's Q3 2025 unaudited interim report (notes 1.3 and 15.1) states directly that BML "has entered into an 'agreement to sell' the Cullinam Tower (Summit Tower) with M/s Sumya Builders and Developers for an amount of Rs. 12 billion and has received Rs. 1 billion as an advance against this sale." That Rs. 12 billion agreement-to-sell figure is the deal as originally signed (August 1, 2025). Per BML's subsequent audited FY2025 annual report (note 14.2), the transaction was then finalised at a modestly different total: the Bank sold a portion of its self-constructed Karachi head-office property — the G-2 building at Plot No. G-2, Block 2, Scheme 5, Clifton — via an executed sale deed on November 24, 2025, transferring rights to the Saleable Building Area, for total consideration of Rs. 11,634 million, of which Rs. 1,000 million was received as a non-refundable advance; the remaining balance was scheduled as Rs. 6,200 million due February 1, 2026 and Rs. 4,434 million due August 1, 2026. The sale produced an overall gain of Rs. 5,897.198 million — Rs. 2,636.607 million and Rs. 1,480.393 million recognised through the profit and loss account, and a further Rs. 1,780.198 million (net of tax) transferred directly to equity via revaluation surplus. Both BML's own audited annual report and its interim report describe this as a portion of the self-constructed property, not confirmed as the entire building — and BML's own Q1 2026 (March 31) interim report still shows the "Receivable against sale of G2 building" unchanged at Rs. 10,634.180 million, the same balance as at December 31, 2025, meaning the scheduled Feb 1, 2026 installment does not appear to have been collected by the time that report was filed. Mid-2025 press coverage that named the buyer and referenced a 60% leaseback arrangement lines up with the buyer name confirmed in BML's own Q3 2025 filing; the leaseback detail specifically has not been corroborated in any BML financial statement reviewed for this page and is not repeated here.

The Global Haly Merger (2025)

In October 2025, the Competition Commission of Pakistan approved a merger of Global Haly Development Limited — a real-estate and infrastructure company unrelated to banking — into Bank Makramah Limited under a Scheme of Arrangement. BML issues its own ordinary shares to Global Haly's shareholders in exchange, BML survives as the listed entity, and Global Haly is dissolved once the scheme completes. CCP's review found no competition concern given Global Haly doesn't operate in banking, and framed the transaction as helping BML strengthen its capital position — a continuation of the same capital-adequacy goal that drove the 2023 takeover.

Where the Restructuring Stands Now

By FY2025, the cumulative effect of these steps showed up in BML's numbers: a return to profit (roughly Rs. 8.79 billion net income, though driven mainly by one-off recoveries — see the Overview page for the breakdown) after years of losses, and a VIS entity credit rating restoration to 'A-'/'A2' with a Stable outlook in March 2026 — the bank's first rated status since VIS suspended its prior rating in 2019. That said, PSX's own Risk Warning Alert on BML, covered on the Share Price & Financial Results page, indicates at least one area of ongoing regulatory clause violation that hasn't been fully resolved even after the rating restoration — a reminder that "restructured" and "fully compliant on every measure" aren't automatically the same thing. It's also worth separating the entity rating from the outstanding TFC instrument itself: the FY2025 annual report shows the TFC still rated 'B' with a Rating Watch-Negative status as of December 31, 2025, well below the restored entity rating. That instrument has since been settled: per BML's Q1 2026 (quarter ended March 31, 2026) interim report, the bank concluded the settlement of its outstanding TFCs after receiving the required regulatory approvals, extinguishing a total liability of Rs. 3,310.019 million (Rs. 1,495.515 million principal plus Rs. 1,814.504 million accrued profit, net of tax, through December 31, 2025) via the issuance of 27,888,469 fully paid ordinary shares to TFC holders, priced at Rs. 118.69 per share rather than by way of a rights issue.

August 2026: A Further Rs. 10 Billion Sponsor Injection

On August 18, 2026, BML's Board of Directors — at its 159th meeting — approved a proposal from sponsor Nasser Abdulla Hussain Lootah to inject a further Rs. 10 billion into the bank, per the bank's own notice to PSX. The board authorised the President & CEO to execute an agreement setting out the deposit's terms. As with the TFC settlement, the amount will initially sit on BML's books as an advance against share subscription, not as issued equity — it converts to shares only once the required regulatory and corporate approvals are obtained, with the bank indicating this would happen by a mechanism other than a standard rights issue. Press coverage citing the sponsor's own statement puts his cumulative investment in the bank at roughly Rs. 51 billion once this tranche completes, continuing the same capital-strengthening pattern as the 2023 injection and the 2026 TFC-to-equity conversion above. Because the deposit isn't yet converted to share capital, it hasn't shown up as an equity increase in a published financial statement as of this page's last verification. BML's half-year results for the period ended June 30, 2026 (transmitted to PSX on Aug 28, 2026) confirm the advance is still not converted: shares outstanding remain at 1,027,888,469, unchanged from before the Aug 18 announcement — worth checking BML's next quarterly filing to confirm eventual completion.

Good For

• Seeing the full restructuring timeline from 2006 to today in one place
• Understanding the 2023 takeover that created Bank Makramah Limited
• Knowing what the Global Haly merger actually does
• Distinguishing the completed rating recovery from the still-active PSX risk alert

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Verify current filings directly with Pakistan Stock Exchange and Competition Commission of Pakistan.