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Integrated Annual Report 2024

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Corporate governance

Corporate governance

Ethics and
integrity

At Alef Education, we believe that organisational integrity begins with our internal stakeholders and inculcation of a culture of ethical conduct within the Company. This is why we have policies, process, and dedicated functions in place to ensure ethical decision-making, transparency, and accountability at every level of the Organisation.

Remuneration and Compensation

The Nomination and Remuneration Committee (NRC) oversees determination and review of remuneration packages for both the Board of Directors and Executive Management.

The NRC ensures remuneration policies are transparent, competitive, and benchmarked against industry peers, both locally and globally. Compensation for Executive Management, similarly, is reviewed annually to ensure alignment with both Company performance and expectations, and market standards. The detailed mechanisms behind calculation of remuneration are outlined in the Alef Education Remuneration Policy. The Policy outlines compensation packages for the Board and Executive Management, detailing standards that would enable the Company to attract and retain qualified professionals to achieve its strategic goals.

For the year 2024, the proposed remuneration for the Board of Directors is AED 3,000,000 (to be approved at the Annual General Meeting). There are no bonus or allowances paid/proposed for Board Members other than the above remuneration.

The remuneration of key management personnel during the year was as follows:

31 December 2024
Short term benefits 9,183,846
Employee’s end of service benefits 282,192
Total 9,466,038
Number of key management personnel 6

Key management personnel includes the following positions:

1. Chief Executive Officer

2. Strategic Advisor

3. Chief Financial Officer

4. Chief Growth Officer

5. Chief Technology Officer

6. Chief Product Officer

Related Party Transactions

The following disclosures are defined by the Company’s Related Party Transactions Policy that prioritises transparency and maintains compliance with UAE regulations. The policy establishes clear rules for identifying, managing, reporting, and disclosing transactions involving related parties within the Board, Executive Management, and Alef Education employees.

During the year 2024, the Group has purchased the business of Arabits from SAAL Operating Systems – Sole proprietorship LLC, a related party, for an amount of AED 35.3 Mn.

31 December 2024
Interest income from a related party 2,636,820
Revenue from contracts with customers 266,602
Recharge of expenses to related party 112,772

Statement detailing the ownership of board members in the Company’s securities during 2024
Meeting date As of 12 June 2024 Change in shareholding 2024 As of 31 December 2024 Status of ownership
H.E. Ahmed Ali Al Sayegh 740,740 –   740,740  Direct 
Dr. Saeed Abdulla Mohamed Bin Mutlaq Alghfeli 740,740 –   740,740  Direct 
Mr. Omar Abdulla Al Hashmi 7,686 –   7,686  Direct 

Internal Controls

The Company’s internal controls are driven by an Internal Audit Department, reporting to the ARCC, which ensures independent, objective assurance over the systems employed. It also provides for audit activities that are designed to add value and improve the Company’s operations.

In 2024, the Audit, Risk, and Compliance Committee (ARCC) provided oversight on internal control and risk management processes, including approval and monitoring of the Internal Audit Plan and review of audit reports and findings. The Board of Directors also reviewed and updated the Company’s Fraud Risk Policy, in keeping with a broader focus on better assessing corporate risks and putting in place remediation plans for the same.

Internal control framework

Internal Audit

The Internal Audit Department applies a risk-based approach in addition to cyclical audit coverage to identify areas to be audited annually. It carries out an annual risk assessment to develop the annual audit plan for the following year which is approved by the Audit, Risk and Compliance Committee. This takes into consideration the major controls in place and their design effectiveness, including business conduct risks and processes. All recommendations and associated management actions resulting from these reviews are subject to a quarterly follow-up monitoring and reporting process to ensure the timely close-out of audit actions.

The Internal Audit Department ensures compliance with the Company policy, procedures, and SCA Regulations.

Risk Management

Formal risk reviews are performed on a regular basis across various business units and functions, with the support and guidance of the ERM Department. The results of these reviews are used to assess the Company’s risk profile and exposure, identify current and emerging risks that are critical to the Group’s performance and ability to achieve its strategic objectives and develop management plans to maintain risks within acceptable levels. The outcomes of these reviews are discussed with the Audit, Risk, and Compliance Committee (ARCC) and the Board of Directors.

External Audit

In addition to the internal controls we employ, Alef Education recognises the critical role of external auditors in ensuring the integrity of our financial statements. The ARCC is the key governing body that recommends external auditors, who are then appointed by the General Assembly (GA). Selection is based on factors like reputation, experience, and fees.

External auditors provide an opinion on financial statement fairness, verify asset ownership, assess internal controls, and report violations. There are several checks and balances in place, as mandated by the Compnay’s CG manual, that ensure External Assurers maintain independence and avoid potential conflicts of interest. The ARCC is tasked with evaluating the auditor's performance on an annual basis, in consideration with inputs from the Head of Internal Audit. The appointed Auditor's term is one year, and is subject to annual renewal provided that such term does not exceed six (6) consecutive years (during which the partner in charge shall be changed after three (3) years). The External Auditor can be reappointed only after two (2) years have lapsed since the termination of its appointment.

Details of the appointed External Auditor for the year 2024 are as follows:

Name of the audit firm Ernst & Young – Middle East
Name of the Partner Auditor Walid J. Nakfour
Number of years spent as the Company’s External Auditor 1
Number of years the Partner Auditor spent auditing the Company’s accounts 1
Total value of audit and review fees for 2024 (in AED) AED 276,500
Total value of audit of special purpose Consolidated Financial Statements for IPO AED 120,000
Total value to provide underwriter's comfort letters for IPO AED 1,138,475
Statement of other services that an External Auditor other than the Company Auditor provided during 2024 (if any) None

Employee Code of Conduct

Alef Education's Code of Conduct (CoC) establishes the ethical standards expected of all employees, consultants, and representatives; and governs our commercial activities while promoting a culture of honesty and accountability. This code provides guidance on ethical risks, mechanisms for reporting misconduct, and reinforces our commitment to integrity across our operations.

The Human Resources department is responsible for administering the CoC, including training and communication, and serves as the primary point of contact for ethical concerns. These training and awareness programmes complement the guidelines set out in the CoC, and serve to raise awareness, drive ethical conduct, and deter wrongdoing. Violations of the CoC may result in disciplinary action, including termination. Compliance is monitored through audits and our whistleblowing mechanism.

We expect all parties involved in the Company’s operations to abide by the policies and regulations, and to act in the Company’s best interests.

Company policies

Our commitment to practicing sound corporate governance is reflected in a number of comprehensive policies that have been drafted, approved, and are implemented across our organisation. The Alef Education Corporate website presents details of pertinent policies .

  • Share Dealing and Insider Trading Policy
  • Disclosure and Transparency Policy
  • Anti-Bribery and Corruption Policy
  • Related Party Transactions Policy
  • Gender Diversity Policy
  • Conflict of Interest Policy
  • Remuneration Policy
  • Fraud Risk Policy
  • Speak Up Policy
  • Code of Conduct
  • Third Party Code of Conduct

Shareholder information

The following graph and tables present the Company’s closing share price at the end of each month during the year 2024 and share performance against market index as of 31 December 2024:


Date ALEF Price
(FTSE ADX General (FTFADGI)
ALEF
(Rebased to 100)
FTSE ADX General
(FTFADGI) (Rebased to 100)
June 20 24 1.23 9,060.73 100 100
July 2024 1.15 9,338.96 93 103
August 20 24 1.24 9,284.93 101 102
September 2024 1.17 9,425.49 95 104
October 20 24 1.18 9,327.92 96 103
November 2024 1.18 9,234.80 96 102
December 2024 1.15 9,419.00 93 104

Percentage of Shares Owned
No. Shareholder Classification Individuals
(%)
Companies
(%)
Governments
(%)
Total
(%)
1. Local 4.7 87.5 1.0 93.2
2. Arab 0.8 1.3 2.1
3. Foreign 0.7 4.0 4.7
4. Total 6.2 92.8 1.0 100.0

Shareholders who own 5% or more of the Company’s capital (as of 31 December 2024)

No. Name Number of
Shares Owned
Percentage of Shares Owned
in the Company’s Capital
(%)
1. Technova Investment – Sole Proprietorship L.L.C. 4,760,000,000 68
2. Kryptonite Investment L.L.C. 840,000,000 12

Shareholder distribution by volume of ownership (as of 31 December 2024)

No. Ownership of Shares (share) Number of
Shareholders
Number of
Shares Owned
Percentage of Shares
Owned from Capital
(%)
1. Less than 50,000 15,690 56,369,044 0.8
2. From 50,000 to less than 500,000 528 85,194,014 1.2
3. From 500,000 to less than 5,000,000 208 255,283,131 3.7
4. More than 5,000,000 49 6,603,153,811 94.3

External Disclosure and Reporting

Fundamental events and important disclosures that the Company encountered during 2024

Financial Performance and Growth
  • Alef Education reported a 6% increase in profit before tax , reaching AED 491.7 Mn. .
  • Revenues rose to AED 759 Mn. , supported by long-term B2G contracts and strong B2B expansion.
  • EBITDA grew by 5% to AED 512.2 Mn. , with an EBITDA margin of 67.5% , reflecting strong profitability.
  • The Company distributed AED 67.5 Mn. in Q3 2024 as interim dividends, with a total payout of AED 203.6 Mn. in 2024.
Contract Extensions and New Business Wins
  • The ADEK contract was extended for three years, securing revenue until 2033, with a minimum of 80,000 students covered.
  • Three new UAE government contracts worth AED 40 Mn. were secured to develop and deliver personalized educational content.
  • The Company doubled its B2B market share in private UAE schools, increasing from 82 to 167 schools.
Product Development and Expansion
  • Development of Miqyas Al Dhad, an Arabic reading scale with MetaMetrics®, reached 77% completion.
  • The project secured 7 MoUs with regional education ministries and completed field testing in 9 countries.
  • The Company expanded into Saudi Arabia, Egypt, and Morocco, supporting government education initiatives.
Strategic Partnerships and International Growth
  • Entered a contract with the Moroccan Ministry of Education to provide Arabic language programs to 50,000 students across 300 schools.
  • Signed an MoU with Nahdet Misr, one of the largest regional publishers, to expand across the GCC, Levant, and North Africa.
Operational Efficiencies and Cost Management
  • Operating expenses were reduced by 5% to AED 280 Mn., contributing to improved margins.
  • Cost control measures ensured sustained profitability, with the net profit margin increasing to 65%.
Shareholder Value and Dividend Policy
  • The Company reaffirmed a minimum guaranteed dividend payout of AED 135 Mn. annually for 2024 and 2025.
  • The dividend yield reached 8.7%, making Alef Education one of the most attractive dividend-paying stocks.

Alef Education is proud to have a strong core team consisting of 5% Emirati nationals on board; and we are actively working to increase this representation in the years ahead. We partner with leading agencies and educational institutions to attract top local talent as part a concerted Emiratisation drive.

2022
%
2023
%
2024
%
Emiratisation 3.92 6.10 5.43

Investor Relations

Alef Education is committed to effective communications with its shareholders.

Alef Education announces its results to the ADX and its shareholders by way of Management Discussion & Analysis, quarterly Condensed Consolidated Interim Financial Report and annual financial statements.

Significant matters relating to share trading or business development are disclosed to the ADX, and the general public by way of market disclosures and announcements in accordance with the related provisions of applicable laws and regulations, in addition to press releases and postings on Alef Education’s website.

Alef Education’s investor relations program includes, but is not limited to:

  • Conference calls on financial results with the investment community
  • Responding to enquiries from shareholders through Alef Education’s investor relations function
  • Meetings between investors, analysts, and senior management.

A section dedicated to investors is available on Alef Education’s website, which comprises annual reports, quarterly results, corporate governance reports, investor presentations and share price information.

Investor Relations Contact Point

Noor Arafat
050 927 1556
ir@alefeducation.com


Future plans

  • We have been privileged to secure a new Islamic content development contract in FY 2024, exceeding AED 30 million over a three-year period, which would further enhance the Company’s growth trajectory in 2025 and beyond.
  • Alef Education’s partnered with MetaMetrics, in the form of a Joint Venture, during FY 2024 to establish Miqyas Al Dhad: a pioneering initiative dedicated to advancing and measuring Arabic language proficiency in the region. In the months that followed, we have signed several memorandums of understanding (MoUs) with ministries of education in a number of different countries, for their participation in the Miqyas Al Dhad programme. Project readiness stood at 77%, at the end of 2024.
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