Integrated Annual Report 2024
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For the year ended 31 December 2024
Alef Education Holding PLC (the “Company” or the “Parent”) is registered in Abu Dhabi Global Market (ADGM) under license number 17843 as a Public Company Limited by Shares. The Company was incorporated on 15 March 2024. The registered address of the Company is External Office 2332, 23rd Floor, Sky Tower, Al Reem Island, Abu Dhabi, United Arab Emirates. The Company and its subsidiary, Alef Education Consultancy LLC are collectively referred to as the Group (the “Group”).
The principal activities of the Group are consulting and research and development in the field of technology education, institute training and development of teachers, educational facilities management, training on the development of personal competencies, educational consultancy, administrative support training services, computer systems and software designing and information technology consultancy in the United Arab Emirates.
On 28 March 2024, pursuant to the reorganisation, the shareholders established the Company as a new holding company with a share capital of AED 70,000,000 at AED 0.01 per share (note 10). The Company became the new holding company of the Group through transfer of shares of Alef Education Consultancy LLC. The shares were transferred to the new holding company for nil consideration. The reorganisation was completed on 27 March 2024 during which all the legal ownership of Alef Education Consultancy LLC was transferred to the new holding company.
As the Company is not a business and the reorganisation did not result in any change of economic substance, it is not considered as a business combination as defined by IFRS 3 Business Combinations. Accordingly, the consolidated financial statements of the Group are prepared to reflect that the reorganisation is in substance a continuation of Alef Education Consultancy LLC as if the Company has always owned Alef Education Consultancy LLC.
The Group includes one fully owned subsidiary, Alef Education Consultancy LLC which is incorporated in the United Arab Emirates. Alef Education Consultancy LLC has a subsidiary, Arabic Scale Educational Consultancy – Sole Proprietorship LLC which is incorporated in the United Arab Emirates and its primary activities are development and innovation in computer system and program and educational consultancy. Alef Education Consultancy LLC also has a branch in the Emirate of Abu Dhabi in Abu Dhabi Creative Media Zone Authority and a branch office in Amman, Hashemite of Jordan under an establishment number # 200181807 which provides support in content designing and writing.
On 12 June 2024, the Company listed 20% of its share capital on Abu Dhabi Securities Exchange (“ADX”) as part of Initial Public Offering (“IPO”).
At 31 December 2024, the Group had an average of 404 employees (31 December 2023: 414 employees).
The consolidated financial statements were authorised for issuance in accordance with a resolution of the Board of Directors on 13 February 2025.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and applicable provision of the Companies Regulations 2020 of Abu Dhabi Global Market (ADGM).
The consolidated financial statements are prepared under the historical cost basis, except for financial assets carried at fair value through profit or loss which are stated at fair value as at the reporting date.
The consolidated financial statements are presented in United Arab Emirates Dirham (“AED”), which is the functional and presentational currency of the Group.
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiary to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Subsidiaries are fully consolidated from the date of acquisition or incorporation, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Group, using consistent accounting policies.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
In the absence of guidance in IFRS for the group reorganisation and business combinations under common control, IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors requires to use judgement in developing and applying an accounting policy that provides reliable and more relevant information. As such group reorganisation has no economic substance and is outside the scope of IFRS 3 Business Combinations.
Business combination under common control is accounted for using the pooling of interest method as follows:
The Group adopted an accounting policy to report the comparative information as if the Group always owned the businesses acquired under common control from the date when such businesses were part of the Group. This approach is applied consistently for all such transactions.
The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of the following new standards, interpretations and amendments effective as of 1 January 2024. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. Thus, the amendments had no impact on the Group’s consolidated financial statements.
In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendments had no impact on the Group’s consolidated financial statements.
In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
In addition, a requirement has been introduced whereby an entity must disclose when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. The amendments had no impact on the Group’s consolidated financial statements.
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s consolidated financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.
The Group does not expect that the adoption of these new and amended standards and interpretations will have a material impact on its consolidated financial statements.
Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the consolidated statement of comprehensive income.
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.
For purchased or originated credit-impaired financial assets, the Group recognises interest income by applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit-impaired.
Interest income is recognised in consolidated statement of comprehensive income and is included in the “income – interest income from a related party” line item.
Dividends on these investments in equity instruments are recognised in profit or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in the ‘Income from financial assets carried at fair value through profit or loss’ line item in profit or loss.
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. Specifically:
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with an original maturity of three months or less net of bank overdraft, if any.
The Group recognises a loss allowance for expected credit losses on trade and other receivables, due from related parties and cash and cash equivalents, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognises lifetime ECL for trade receivables and amounts due from related parties. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.
For financial guarantee contracts, the date that the Group becomes a party to the irrevocable commitment is considered to be the date of initial recognition for the purposes of assessing the financial instrument for impairment. In assessing whether there has been a significant increase in the credit risk since initial recognition of a financial guarantee contracts, the Group considers the changes in the risk that the specified debtor will default on the contract.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.
The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:
The Group employs statistical models to analyse the data collected and generate estimates of probability of default (“PD”) of exposures with the passage of time. This analysis includes the identification for any changes in default rates and changes in key macro-economic factors across various geographies of the Group.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery.
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date; for financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Group’s understanding of the specific future financing needs of the debtors, and other relevant forward-looking information.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received, and receivable is recognised in profit or loss.
Financial liabilities are classified, at initial recognition, as financial liabilities at amortised cost. Financial liabilities are initially measured at fair value except payables which are carried at amount expected to be payable. Financial liabilities are subsequently measured at amortised cost.
The Group’s financial liabilities include lease liability and trade and other payables.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the consolidated statement of comprehensive income.
Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Property and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance expenses are charged to profit or loss during the financial period in which they are incurred. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method on the following basis:
Office equipment 3 years
Office furniture and fixtures 3 years
Office leasehold improvement 3 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Capital work in progress is recorded at cost and transferred to the appropriate asset category and depreciated in accordance with the Group’s policies when development of a product is completed and transferred to the customers or ready for use after inspection from both parties.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases. The Group recognized lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
The Group recognized right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred and lease payments made at or before the commencement date. Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset.
At the commencement date of the lease, the Group recognized lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of property (i.e., those leases that have a lease term of 12 months). Lease payments on short-term leases recognized as expense on a straight-line basis over the lease term.
Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated impairment losses. Amortisation is charged on a straight-line basis over their estimated useful lives. The estimated useful lives are reviewed at the end of each annual reporting period, with effect of any changes in estimate being accounted for on a prospective basis.
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised on a straight-line basis over their estimated useful lives of three years.
Expenditure on research activities is recognised as an expense in the year in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally- generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the year in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The Group provide educational services through its technology platform and capitalises costs incurred to develop the platform. The Group also capitalizes the costs incurred for each content (teaching lesson and other educational product) including standard cost to reflect time and effort incurred internally developing the content and if applicable, fees incurred for content and product vendors and standard cost for external reviewers. The development costs are capitalized when the IAS 38 “intangible asset” criteria for recognition of development costs are met.
Subsequent time and effort by the team to maintain and/or upgrade previously published content that was already capitalised in prior periods are expensed in the same period incurred. Additionally, costs for the time spent in developing mock tests and experiential digital lessons are expensed in the year they were incurred.
Amortisation of intangible assets with finite lives is calculated on a straight-line basis over the estimated useful lives as follows:
Computer software 3 years
Content 4 years
Platform 10 years
A provision is made for the full amount of end of service benefits due to non-UAE national employees in accordance with the Group’s policy, which is at least equal to the benefits payable in accordance with UAE Labour Law, for their period of service up to the end of the reporting period. The provision relating to end of service benefits is disclosed as a non-current liability.
Pension contributions are made in respect of UAE national employees to the General Pension and Social Security Authority in accordance with the UAE Federal Law (9) of 2000 for Pension and Social Security. Such contributions are charged to profit or loss during the employees’ period of service.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
For the purpose of these consolidated financial statements, the UAE Dirhams (AED) is the functional and the presentational currency of the Group.
Transactions in currencies other than UAE Dirhams are recorded at the rates of exchange prevailing at the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in statement of comprehensive income in the year in which they arise.
At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Group presents assets and liabilities in statement of financial position based on current/non-current classification.
An asset as current when it is:
All other assets are classified as non-current.
A liability is current when:
The Group measures financial instruments, such as, financial assets carried at fair value through profit or loss, at fair value at the reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the advantageous market to which Company has access at that date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
The principal or the most advantageous market must be accessible to by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
For financial instruments quoted in an active market fair value is determined by reference to quoted market prices. A market is regarded as active if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm’s length basis.
For all other financial instruments not traded in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include comparison with similar instruments for which market observable prices exist, adjusted net asset method and other relevant valuation models.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
For assets and liabilities that are recognized in the consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
The Group recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no longer at the discretion of the Group. A distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
The Group recognises revenue from contracts with customers based on a five-step model as set out in IFRS 15:
The Group satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:
For performance obligations where one of the above conditions are not met, revenue is recognised at a point in time at which the performance obligation is satisfied.
When the Group satisfies a performance obligation by delivering the promised services, it creates a contract based asset on the amount of consideration earned by the performance. Where the amount of consideration received from a customer exceeds the amount of revenue recognised, this gives rise to a contract liability.
The Group recognises revenue from the following major sources:
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
The Group enters into contracts with its customers for supply of services through its resellers. The Group determined that it controls the services before they are transferred to customers, and it has the ability to direct the use of the or obtain benefits from the services. Therefore, the Group is acting as Principal in these arrangements if it has the responsibility for providing the services to the customers, it acts as the primary obligator and it bears the risk of providing the service.
This solutions fee corresponds to all the revenues received from customers for right of access to the Group’s learning solution. The services rendered (including access to the Group’s platform, availability of learning contents, on-site support and other ancillary services) are considered as one performance obligation as they are highly interdependent or interrelated. These obligations are fulfilled over time, that is over the academic year.
The Group provides a combination of procurement and installation of IT equipment to be used for the provision of its education system solutions to schools and students. The revenue is recognised at a point in time once the goods and services are delivered/rendered to the customers.
This service relates to maintenance work that may be required to be carried out on IT equipment for the duration of the contract which generally covers a period of five years. The maintenance service is considered to be a distinct service as it is available for customers from other providers in the market. Revenue relating to the maintenance services is recognised over time. The transaction price allocated to these services is recognised on a straight-line basis over the period of service.
Interest income is accrued on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable.
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the consolidated statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Expenses and assets are recognised net of the amount of VAT, except:
The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.
The preparation of the consolidated financial statements in compliance with IFRS requires the management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingent assets and contingent liabilities. Future events may occur which will cause the assumptions used in arriving at the estimates to change. The effects of any change in estimates are reflected in the consolidated financial statements as they become reasonably determinable.
Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Certain contracts for the Government of Abu Dhabi, its departments or related parties, are executed on the basis of orally agreed terms (including estimates of total contract cost and timelines) in line with the Group’s historical business practice. Management has determined such unsigned oral agreements meet the definition of a ‘contract with customer’ under IFRS 15 since the Group and the customer agree upon the essential elements of a contract and any other lawful conditions, though matters of detail are left to be agreed upon at a later date, and the contract is deemed to be made and binding even in the absence of agreement on these matter of detail. In addition, under Article 132 of the UAE Civil code and under the Supreme Administrative Court Ruling in Case no. 134 of 42 Judicial Year dated 22 July 1997, a contract can be oral or written, and a contract can also result from acts which demonstrate the presence of mutual consent between the relevant parties. At year ended 31 December 2024, the balance due on oral agreement was AED 314.5 million (31 December 2023: AED 128.5 million).
Product development assets represent direct costs incurred in the development of platform and content prior to their publication. These costs are recognised as intangible assets where the platform and content will generate probable future economic benefits and costs can be measured reliably. Content and platform are amortised upon publication of the title over estimated economic lives of four years and ten years, respectively, being an estimate of the expected operating lifecycle of the product development asset. The assessment of the useful economic life and the recoverability of product development assets involves judgement and is based on historical trends and management estimation of future potential sales. Product development assets are assessed for impairment triggers on an annual basis or when triggering events occur. The carrying amount of platform and content are set out in note 6.
The key assumptions concerning the future and other sources of estimation uncertainty at the financial position date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
The useful lives and residual values of the intangibles assets are based on management’s judgment of the historical pattern of useful lives and the general standards in the industry. Management has reviewed the residual values and the estimated useful lives of IAS 38 “Intangibles assets” and has determined that these expectations do not significantly differ from previous estimates.
The Group determines whether intangible assets are impaired when events or conditions indicate that the carrying amount may not be recoverable. In assessing whether there is any indication that the intangible assets at the end of the reporting period may be impaired, the Company considered the following:
Estimation of the recoverable amount of the intangible assets, where indicators of impairment were present, is made on the reporting date. Estimation of the recoverable amount requires a determination of the intangible assets, value in use and their fair value less costs to sell. Calculation of value in use requires the Company to make an estimate of the expected future cash flows from individual cash-generating units and determination of a suitable discount rate to calculate the present value of those cash flows.
Based on the review of the current market trends and economic condition, management does not anticipate any material risk on the assessment made for the risk of impairments of intangible assets.
The Group assesses the impairment of its financial assets based on the Expected Credit Loss (“ECL”) model. Under the expected credit loss model, the Group accounts for expected credit losses and changes in those expected credit losses at the end of each reporting period to reflect changes in credit risk since initial recognition of the financial assets. The Group measures the loss allowance at an amount equal to lifetime ECL for its financial instruments.
The Group measures the expected credit losses of a financial instrument in a way that reflects:
| Office equipment AED |
Office furniture and fixture AED |
Office leasehold improvements AED |
Total AED |
|
| Cost | ||||
| At 1 January 2023 | 34,075,385 | 2,200,431 | 240,465 | 36,516,281 |
| Additions during the year | 1,135,754 | 27,022 | – | 1,162,776 |
| Disposals during the year | – | (22,947) | – | (22,947) |
| At 31 December 2023 | 35,211,139 | 2,204,506 | 240,465 | 37,656,110 |
| Additions during the year | 1,998,599 | 350 | – | 1,998,949 |
| At 1 December 2024 | 37,209,738 | 2,204,856 | 240,465 | 39,655,059 |
| Accumulated amortisation | ||||
| At 1 January 2023 | 29,479,077 | 2,156,390 | 231,723 | 31,867,190 |
| Depreciation | 3,236,462 | 31,950 | 3,450 | 3,271,862 |
| Disposals | – | (22,947) | – | (22,947) |
| At 31 December 2023 | 32,715,539 | 2,165,393 | 235,173 | 35,116,105 |
| Depreciation | 1,708,622 | 17,935 | 3,450 | 1,730,007 |
| At 31 December 2024 | 34,424,161 | 2,183,328 | 238,623 | 36,846,112 |
| Carrying amount: | ||||
| At 31 December 2024 | 2,785,577 | 21,528 | 1,842 | 2,808,947 |
| At 31 December 2023 | 2,495,600 | 39,113 | 5,292 | 2,540,005 |
| Computer software AED |
Platform AED |
Content AED |
Capital work-in-progress AED |
Total AED |
|
| Cost | |||||
| At 1 January 2023 | 607,676 | 31,046,714 | 143,690,960 | 2,452,943 | 177,798,293 |
| Additions during the year | – | 9,656,122 | 17,631,849 | 8,557,729 | 35,845,700 |
| Transfers | – | – | 2,452,943 | (2,452,943) | – |
| At 31 December 2023 | 607,676 | 40,702,836 | 163,775,752 | 8,557,729 | 213,643,993 |
| Additions during the year | – | 46,476,190 | – | 77,053,860 | 123,530,050 |
| Transfer | 57,346,435 | 9,110,262 | (66,456,697) | – | |
| At 31 December 2024 | 607,676 | 144,525,461 | 172,886,014 | 19,154,892 | 337,174,043 |
| Accumulated amortisation | |||||
| At 1 January 2023 | 607,676 | 15,076,501 | 87,328,570 | – | 103,012,747 |
| Amortisation | – | 2,913,267 | 27,819,627 | – | 30,732,894 |
| At 31 December 2023 | 607,676 | 17,989,768 | 115,148,197 | – | 133,745,641 |
| Amortisation | – | 8,172,385 | 23,326,893 | – | 31,499,278 |
| At 31 December 2024 | 607,676 | 26,162,153 | 138,475,090 | – | 165,244,919 |
| Carrying amount: | |||||
| At 31 December 2024 | – | 118,363,308 | 34,410,924 | 19,154,892 | 171,929,124 |
| At 31 December 2023 | – | 22,713,068 | 48,627,555 | 8,557,729 | 79,898,352 |
Capital work-in-progress represents costs of third-party vendors and in-house staff for the development of platform which is not yet completed at the reporting date and will be completed within a year of the reporting date.
*Included in additions during the year ended 31 December 2024 is the acquisition of education products called Arabits from SAAL Operating Systems – Sole Proprietorship L.L.C., a related party for an amount of AED 35.3 million (note 14).
Included in additions during the year ended 31 December 2024 is the acquisition of an education product called Abjadiyat for a total amount of AED 11.2 million.
On 29 March 2024, the Group signed a partnership agreement with a US-based developer, MetaMetrics® to develop an Arabic reading scale to improve the literacy skills of K-12 Arabic speakers in collaboration with 6 Arab speaking countries. The newly developed Arabic scale is being branded as “Miqyas Al-Dhad Scale”. Included in additions during the year ended 31 December 2024 is an amount of AED 8.9 million incurred towards its ongoing development.
Additions during the year ended 31 December 2024 also include AED 68.1 million representing the development of new content, products around assessments and pathways product lines. These include pathways products for Math, English, Arabic and Science along with an assessment solution. Moreover, the Group is supporting growth through internationalization and other key features.
The Group has rented office premises in United Arab Emirates (UAE) for its head office and in Amman, Hashemite of Jordan
Set out
| 31 December 2024 AED |
31 December 2023 AED |
|
| At the beginning of the year | 480,533 | – |
| Additions during the year | 8,216,840 | 691,897 |
| Depreciation expense | (2,542,969) | (211,364) |
| At the end of the year | 6,154,404 | 480,533 |
| 31 December
2024 AED |
31 December 2023 AED |
|
| At the beginning of the year | 471,021 | – |
| Additions during the year | 8,216,840 | 691,897 |
| Payments during the year | (2,699,232) | (258,931) |
| Interest expense | 382,143 | 38,055 |
| At the end of the year | 6,370,772 | 471,021 |
* During the year ended 31 December 2024, the Group reassessed the lease classification of its head office in the United Arab Emirates (UAE) in accordance with IFRS 16 – Leases. Due to management’s discretion to extend the lease beyond 12 months, the lease was reclassified from an operating lease to a finance lease. Consequently, the Group recognized a right-of-use asset of AED 8,216,840, with a corresponding lease liability recorded under current and non-current liabilities.
Following this modification, the Group started recognizing depreciation on the right-of-use asset and finance costs on the lease liability under “lease expenses”.
The lease liabilities are classified in the consolidated statement of financial position as follows:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Current | 3,198,736 | 229,056 |
| Non-current | 3,172,036 | 241,965 |
| Total | 6,370,772 | 471,021 |
Amounts recognized in the consolidated statement of comprehensive income relating to lease expenses:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Interest expenses | 382,143 | 38,055 |
| Depreciation on right-of-use asset | 2,542,969 | 211,364 |
| Expenses relating to short-term leases | 1,007,450 | 3,281,545 |
| Total lease expenses | 3,932,562 | 3,530,964 |
| 31 December
2024 AED |
31 December 2023 AED |
|
| Trade receivables | 318,490,318 | 133,752,712 |
| Prepayments | 10,568,774 | 11,913,674 |
| Accrued income | 9,353,457 | 8,339,893 |
| Advances | 1,936,274 | 3,497,603 |
| Refundable deposits | 5,200,932 | 9,869,061 |
| Total | 345,549,755 | 167,372,943 |
| Current | 340,607,163 | 154,947,624 |
| Non-current* | 4,942,592 | 12,425,319 |
| Total | 345,549,755 | 167,372,943 |
* Represents long-term margin deposits against bank guarantees issued to a customer and non-current portion of prepaid expenses.
Included in the trade receivable balance are balances totalling AED 317,451,530 (31 December 2023:
AED 132,523,295) due from mainly three government customers in the United Arab Emirates, arising in the normal course of operations. Based on past experience of the Group, these balances are settled regularly and there is no history of significant write-off of receivables. Management considers that this concentration of credit risk will not result in any significant loss to the Group.
The ageing analysis of the trade receivables is as follows:
| Total AED |
Neither past due nor impaired AED |
0-30 days AED |
31-60 days AED |
61-90 days AED |
91-120 days AED |
Above 120 days AED |
|
| At 31 December 2024 | 318,490,318 | 4,769,322 | 91,109,196 | 33,277,239 | 7,716,339 | 105,962 | 181,512,260 |
| At 31 December 2023 | 133,752,712 | 3,637,285 | 90,471,090 | 674,997 | 33,871,137 | 5,098,203 | – |
For trade receivables, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL. The Group determines the expected credit losses on these items by using a provision matrix, estimated based on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Accordingly, the credit risk profile of these assets is presented based on their past due status in terms of the provision matrix. No provision for expected credit losses was recorded for trade receivables at 31 December 2024 (31 December 2023: nil).
Cash and cash equivalents at the end of the financial year as shown in the consolidated statement of cash flows comprise of:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Cash on hand | 16,645 | 6,606 |
| Cash at bank | 396,282,513 | 261,767,109 |
| Cash and cash equivalents | 396,299,158 | 261,773,715 |
Included in cash at bank are bank deposits with an original maturity of less than 3 months of
AED 365,000,000 (31 December 2023: AED 78,501). These are denominated in UAE Dirham and carry interest at market rates.
The shareholders of the Company and the respective ownership interests is as follows:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Authorised, issued and fully paid 31 December 2024:7,000,000,000 shares of AED 0.01 each (US$ 0.0027) |
70,000,000 | – |
The share capital of the Company was funded by transferring AED 70,000,000 from the retained earnings. Moreover, the legal formalities with the ADGM were completed on 15 March 2024, and the ADGM issued a Certificate of Incumbency and Business Extract with an amount of USD 19,060,585 (equivalent to AED 70,000,000), divided into 7,000,000,000 (seven billion) ordinary shares with a par value of US$ 0.0027 (equivalent to AED 0.01) as the authorised and paid up share capital of the Company.
On 12 June 2024, the Company listed 1,400,000,000 (20%) of its ordinary shares on the Abu Dhabi Securities Exchange (“ADX”)
Shareholders’ contributions are interest free and in the nature of long-term funding. The Group has no contractual obligation towards the repayment of this amount.
In accordance with the UAE Federal Law No. 32 of 2021, the subsidiary is required to transfer 5%,
(31 December 2023: 5%) of the profit for the year to statutory reserve, which is non-distributable.
The subsidiary has discontinued such annual transfers as the reserve has reached 50% of the issued and paid-up share capital of the subsidiary.
| 31 December
2024 AED |
31 December 2023 AED |
|
| At the beginning of the year | 12,921,328 | 11,216,918 |
| Charge for the year | 4,871,160 | 4,286,824 |
| Payments during the year | (1,985,848) | (2,582,414) |
| At the end of the year | 15,806,640 | 12,921,328 |
An actuarial valuation is not considered necessary by management in respect of employees’ end of service benefits as the net impact of actuarial valuation is not considered material.
| 31 December
2024 AED |
31 December 2023 AED |
|
| Trade payables | 6,429,987 | 16,649,944 |
| Accrued expenses and other payables | 41,487,642 | 36,689,925 |
| Advances from customers | 36,530,022 | 30,801,639 |
| VAT payable | 13,602,631 | 9,866,874 |
| Total | 98,050,282 | 94,008,382 |
The Group enters into transactions with companies and entities that fall within the definition of a related party as contained in the International Accounting Standard (IAS) 24 Related Party Disclosures. These represent transactions with related parties, i.e. shareholders, associates, affiliates, directors and key management personnel of the Group, and entities controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group’s management.
Balances with related parties included in the consolidated statement of financial position are as follows:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Amounts due from related parties | ||
| Entities under common control | ||
| Capital Investments L.L.C. | – | 109,402,334 |
| SAAL Operating System – Sole Proprietorship L.L.C. | – | 195,579 |
| New Century Education – Sole Proprietorship L.L.C. | – | 157,575 |
| Total | – | 109,755,488 |
Transactions with related parties are as follows:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Interest income from a related party | 2,636,820 | 8,698,380 |
| Revenue from contracts with customers | 266,602 | 237,319 |
| Recharge of expense to a related party | 112,772 | 156,558 |
During the year ended 31 December 2024, the Group has purchased the business of Arabits from SAAL Operating Systems – Sole Proprietorship L.L.C., a related party for an amount of AED 35.3 million (note 6).
The remuneration of directors and other members of key management during the year was as follows:
| 31 December
2024 AED |
31 December 2023 AED |
|
| Short-term benefits | 9,183,846 | 8,402,011 |
| Employees’ end of service benefits | 282,192 | 289,663 |
| Remuneration for the directors of the subsidiary | 3,000,000 | 3,600,000 |
| Total | 12,466,038 | 12,291,674 |
| Number of key management personnel | 6 | 6 |
| 31 December
2024 AED |
31 December 2023 AED |
|
| Timing of revenue recognition | ||
| Revenue recognized over the time | ||
| Education solution fees | 659,668,853 | 656,945,193 |
| Support and services (IT maintenance fees) | 50,306,230 | 49,496,003 |
| 709,975,083 | 706,441,196 | |
| Revenue recognized at the point in time | ||
| Support and services (IT set-up fees) | 49,028,545 | 43,084,230 |
| Total | 759,003,628 | 749,525,426 |
The Group operates in the UAE, Indonesia and United States of America and Kingdom of Saudi Arabia. Revenue from contracts with customers based in the UAE accounts for 99.96% of the total revenue from contracts with customers.
| 31 December
2024 AED |
31 December 2023 AED |
|
| Gain on sale of assets | – | 102,381,005 |
| Dividend income | – | 20,414,682 |
| Total | – | 122,795,687 |
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. Capital comprises share capital, shareholders’ contribution, retained earnings and other reserve.
The Group monitors and adjusts its capital structure with a view to promote the long-term success of the business while maintaining sustainable returns for shareholders. This is achieved through a combination of risk management actions including monitoring solvency, minimising financing costs and maintaining high standards of business conduct.
At 31 December 2024, the Group is mainly funded by the shareholders and has no external debt.
The Group’s principal financial liabilities comprise of lease liability, amount due to a related party and trade and other payables. The main purpose of these financial liabilities is to manage Group’s cash flows and partially finance capital work-in-progress. The Group has various financial assets such as trade and other receivables, amounts due from related parties and cash and cash equivalents, which arise directly from operations.
The main risk arising from Group’s financial instruments are foreign currency risk, credit risk, liquidity risk, and interest rate risk.
The Group does not have significant exposure to foreign exchange risk as most of its monetary assets and liabilities are denominated in UAE Dirhams. The Group has a bank account in the Hashemite of Jordan which had a balance of AED 125,350 at 31 December 2024 (31 December 2023: AED 629,900) which did not have a significant exposure at year ended 31 December 2024.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank deposits and amounts due from related parties.
If interest rates had been 100 basis points higher/lower and all other variables held constant, the Group’s profit (loss) for the year ended 31 December 2024 would have increased or decreased by AED 2,707,580 (31 December 2023: AED 1,850,719). There is no direct impact on the Group’s equity.
Credit risk refers the risk arising on account of a default by counterparty on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults. Credit exposure is controlled by counterparty limits that are reviewed and approved by the Group annually. The Group uses its own trading records to rate its major customers.
The Group is exposed to credit risk on its accounts receivable, bank balances and amounts due from related parties. Credit risk is limited to the carrying values of each class of financial assets in the consolidated statement of financial position.
Concentration of credit risk arises when a number of counter-parties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration of credit risk indicates the relative sensitivity of the Group’s performance to developments affecting a particular industry or geographic location. Management believes that the concentration of credit risk, as detailed in Note 9, is mitigated by high credit worthiness and financial stability of its trade customers.
Balances with banks are assessed to have low credit risk of default since these banks are among the major banks operating in the United Arab Emirates and Hashemite of Jordan and are highly regulated by Central Banks.
Trade and other receivables, amounts due from related parties and cash and cash equivalents are not secured by any collateral. The amount that best represents maximum credit risk exposure on financial assets at the end of the reporting period, in the event counter parties fail to perform their obligations generally approximates their carrying value.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
| Total AED |
0-3 month AED |
3-12 month AED |
1-5 years AED |
|
| 31 December 2024 | ||||
| Lease liability | 6,766,600 | 1,072,450 | 2,440,350 | 3,253,800 |
| Trade payables | 6,429,987 | 6,429,987 | – | – |
| Total | 26,799,218 | 21,105,068 | 2,440,350 | 3,253,800 |
| 31 December 2023 | ||||
| Lease liability | 517,590 | 258,795 | – | 258,795 |
| Trade payables | 16,649,944 | 16,649,944 | – | – |
| Total | 27,034,408 | 26,775,613 | – | 258,795 |
| 31 December
2024 AED |
31 December 2023 AED |
|
| Bank guarantees | 16,315,667 | 8,580,794 |
Bank guarantees are issued by the bank in the normal course of the Group’s business against which the Group is required to maintain security deposits of equivalent amounts.
Financial instruments comprise of financial assets and financial liabilities. Financial assets consist of bank balances, trade receivables, amounts due from related parties, financial assets carried at fair value through profit or loss and some other current assets. Financial liabilities consist of trade payables, lease liabilities, amounts due from a related party and other current liabilities.
The fair values of financial instruments are not materially different from their carrying values.
The Group uses the following hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
There are no financial assets and/or liabilities which should be measured at fair value and accordingly no disclosure is made.
The Group is organized into business units based on its products and services for management purposes. The Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) for the Group and monitors the operating results of its business units separately for the purpose of decision making about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.
Based on the information reported to the Group’s senior management for the allocation of resources, and measurement of performance of business, the reportable segments under IFRS 8 were identified as below:
No operating segments have been aggregated to form the reportable operating segments below:
| Education solution AED |
Support and services AED |
Financial investments AED |
Unallocated AED |
Consolidated AED |
|
| 31 December 2024 | |||||
| Revenue from contracts with customers |
659,668,853 | 99,334,775 | – | – | 759,003,628 |
| Expenses | (115,860,236) | (69,057,214) | – | (61,901,129) | (246,818,579) |
| Depreciation | – | – | – | (1,730,007) | (1,730,007) |
| Amortisation | (31,499,278) | – | – | – | (31,499,278) |
| Total expenses | (147,359,514) | (69,057,214) | – | (63,631,136) | (280,047,864) |
| Operating profit for the year | 512,309,339 | 30,277,561 | – | (63,631,136) | 478,955,764 |
| Interest income | – | – | – | 12,725,625 | 12,725,625 |
| Profit before tax | 512,309,339 | 30,277,561 | – | (50,905,511) | 491,681,389 |
| Assets | 867,860,171 | 40,716,934 | – | 14,164,283 | 922,741,388 |
| Liabilities | 111,217,438 | 2,639,484 | – | 50,592,732 | 164,449,654 |
| Other disclosures | |||||
| Capital expenditures | |||||
| Purchase of property and equipment |
– | – | – | 1,998,949 | 1,998,949 |
| Purchase of intangibles | 123,530,050 | – | – | – | 123,530,050 |
| Total | 123,530,050 | – | – | 1,998,949 | 125,528,999 |
| Education solution AED |
Support and services AED |
Financial investments AED |
Unallocated AED |
Consolidated AED |
|
| 31 December 2023 | |||||
| Revenue from contracts with customers |
656,945,193 | 92,580,233 | – | – | 749,525,426 |
| Expenses | (135,866,365) | (67,890,680) | – | (56,849,793) | (260,606,838) |
| Depreciation | – | – | – | (3,271,862) | (3,271,862) |
| Amortisation | (30,732,894) | – | – | – | (30,732,894) |
| Total expenses | (166,599,259) | (67,890,680) | – | (60,121,655) | (294,611,594) |
| Operating profit for the year | 490,345,934 | 24,689,553 | – | (60,121,655) | 454,913,832 |
| Income from financial assets carried at fair value through profit or loss | – | – | 122,795,687 | – | 122,795,687 |
| Interest income | – | – | 8,698,380 | 8,698,380 | |
| Profit before tax | 490,345,934 | 24,689,553 | 122,795,687 | (51,423,275) | 586,407,899 |
| Assets | 461,524,455 | 38,004,648 | 109,402,334 | 12,889,599 | 621,821,036 |
| Liabilities | 96,965,586 | 9,964,124 | – | 471,021 | 107,400,731 |
| Other disclosures | |||||
| Capital expenditures | |||||
| Purchase of property and equipment |
– | – | – | 1,162,776 | 1,162,776 |
| Purchase of intangibles | 35,845,700 | – | – | – | 35,845,700 |
| Total | 35,845,700 | – | – | 1,162,776 | 37,008,476 |
The Group calculates the income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major component of income tax expense in the consolidated statement of comprehensive income are:
The major components of income tax expense for the year ended 31 December 2024:
| 31 December 2024 AED |
|
| Consolidated profit or loss | |
| Current income tax charge | 44,221,960 |
| Deferred income tax | – |
| Income tax expense reported in the consolidated profit or loss | 44,221,960 |
| Reconciliation of accounting income | |
| Accounting profit before tax | 491,681,389 |
| At United Arab Emirates’ statutory income tax rate of 9% | 44,251,325 |
| Less: Effect of standard exemption | (33,750) |
| Add: Non-deductible expenses | 4,385 |
| Income tax reported in the consolidated statement of comprehensive income | 44,221,960 |
| Effective tax rate (%) | 8.99 |
At 31 December 2024, there were no amounts recognised directly to equity or in other comprehensive income. As the Group is based in the United Arab Emirates and therefore, there was zero tax rate for the year ended 31 December 2023.
Basic earnings per share (EPS) amounts are calculated by dividing the profit for the year attributable to the ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding assuming conversion of all dilutive potential ordinary shares. As at 31 December 2024, there were no potential dilutive shares and hence, the basic and diluted EPS is same (31 December 2023: Nil).
The information necessary to calculate basic and diluted earnings per share is as follows:
| 31 December 2024 AED |
31 December 2023 AED |
|
| Earnings: | ||
| Profit attributable to the equity holders of the Parent | 447,459,429 | 586,407,899 |
| Number of shares | ||
| Weighted average number of ordinary shares – basic and diluted ** | 5,316,939,891 | – |
| Earnings per share | ||
| Basic and diluted earnings per share (AED) | 0.08 | – |
* The earnings per share for 31 December 2023 is not calculated considering shares were only issued on 28 March 2024 by the Company.
** The weighted average number of shares takes into account the weighted average effect of period from the date of incorporation of the Company and the reporting date. Had the earnings per share been calculated assuming the entire 7 billion shares were issued for the full period, the earnings per share would have been AED 0.06.
|
Founder shareholders (80%) |
Market shareholders (20%) |
Total Dividend |
|||
|
Total amount |
Amount per share |
Total amount |
Amount per share |
Total Amount |
|
| Interim dividend | 136,080,000 | AED 0.02 | 67,508,000 | AED 0.05 | 203,588,000 |
| Proposed dividend | 131,656,000 | AED 0.02 | 67,508,000 | AED 0.05 | 199,164,000 |
| Total dividend | 267,736,000 | AED 0.05 | 135,016,000 | AED 0.10 | 402,752,000 |
During the year, an interim cash dividend of AED 203,588,000 was approved and distributed by the Group’s Board of Directors through a resolution dated 29 July 2024.
The board of directors during their meeting held on 13 February 2025, have proposed to distribute a final cash dividend of AED 199,164,000 for the year ended 31 December 2024, which will be submitted to the Group’s shareholders for approval at the Annual General Meeting.
In December 2023, the Group’s shareholders through a resolution dated 13 December 2023 approved a total dividend distribution amounting to AED 1,632,095,378 which was settled on 18 December 2023 via, transfer of financial assets carried at fair value through profit or loss amounting to AED 614,606,186, along with cash balances of AED 1,017,489,192 paid through Capital Investment L.L.C., a related party, to the shareholders in full settlement of the dividend liability.