A shareholder who appears in the Company's shareholder register at the end of the second trading day after the meeting of the Extraordinary General Assembly. During the subscription period after the redemption of the purchase of pre-emptive rights (two working days).
2.1.12 RISKS RELATED TO THE INCREASE IN THE COMPANY’S CURRENT LIABILITIES AGAINST ITS
RISKS RELATED TO INCREASE OF REALIZED LOSSES 14
RISKS RELATED TO NON-COMPLIANCE WITH THE QUALITY STANDARDS AND SPECIFICATIONS
RISKS RELATED TO EXTREME DECLINE IN SALES AND NET LOSSES FOR TIHAMA MODERN
RISKS RELATED TO NON-COMPLIANCE WITH EXISTING LAWS AND REGULATIONS AND/OR
RISKS RELATED TO THE COMPETITIVE ENVIRONMENT 33
RISKS OF SUSPENDING TRADING OR CANCELING THE COMPANY’S SHARES AS FAILURE TO PUBLISH ITS FINANCIAL STATEMENTS WITHIN THE STATUTORY PERIOD 36
Reduction of the total profits of the quality production sector 25. 9): Members of the Company's board of directors. It is one of the programs associated with the Ministry of Human Resources and Social Development.
Risks Related to the Company’s Activity and Operations .1 Risks Related to the Inability to Implement the Strategy
- RISKS RELATED TO LIQUIDITY
- RISKS RELATED TO CREDIT
- RISKS RELATED TO GOVERNMENT TENDERS
- RISKS RELATED TO CONTINGENT LIABILITIES
- RISKS RELATED TO FAILURE TO OBTAIN AND RENEW LICENSES, PERMITS AND CERTIFICATES
- RISKS RELATED TO DEPENDENCE ON KEY PERSONNEL AND EXECUTIVE MANAGEMENT
- RISKS OF EMPLOYEES MISTAKES AND MISCONDUCT
- RISKS RELATED TO FAILURE TO RECORD EMPOLYEE CONTRACTS ELECTRONICALLY
- RISKS OF AVAILABILITY OF FUNDING IN THE FUTURE
- RISKS RELATED TO HIGHER THE COMPANY’S CREDIT FACILITIES AND WORKING CAPITAL DEFICIT
- RISKS RELATED TO THE INCREASE IN THE COMPANY’S CURRENT LIABILITIES AGAINST ITS CURRENT ASSETS
- RISKS OF ACCUMULATED LOSSES
- RISKS RELATED TO INCREASE OF REALIZED LOSSES
- RISKS RELATED TO THE COMPANY’S REPUTATION
- RISKS RELATED TO OPERATING SYSTEMS AND INFORMATION TECHNOLOGY
- RISKS RELATED TO JOBS LOCALIZATION “Saudization”
- RISKS OF OCCURRENCE OF NATURAL DISASTERS
- RISKS RELATED TO NON-COMPLIANCE WITH THE QUALITY STANDARDS AND SPECIFICATIONS REQUIRED BY CUSTOMERS
- RISKS RELATED TO EXTREME DECLINE IN SALES AND NET LOSSES FOR TIHAMA MODERN BOOKSTORES (SUBSIDIARY)
- RISKS OF LAWSUITS
- RISKS RELATED TO FINANCIAL DISTRESS OF THE COMPANY
- RISKS RELATED TO CEASING THE SUBSIDIARIES BUSINESS
- Risks of Potential Zakat Dues and Additional Claims y Tihama Advertising and Public Relations (The Company)
- RISKS RELATED TO FINANCING AGREEMENTS
- RISKS RELATED TO REVENUE CONCENTRATION
- RISKS RELATED TO TRADEMARK AND COPYRIGHT
- RISKS RELATED TO INSURANCE COVERAGE
- RISKS RELATED TO TRANSACTIONS WITH RELATED PARTIES
- RISKS RELATED TO CONTRACTS WITH THIRD PARTIES
- RISKS RELATED TO LEASES
- RISKS RELATED TO AGREEMENTS SUBJECT TO FOREIGN LAWS AND JURISDICTION OF FOREIGN COURTS OR INTERNATIONAL ARBITRATION
- RISKS RELATED TO RELIANCE ON NON-SAUDI EMPLOYEES
- Risks related to Existence of Previous pre-emptive rights shares
- RISKS RELATED TO THE EXTERNAL AUDITOR’S QUALIFIED OPINION
- Risks related to the Financial Performance of Aventus Trading Company (Subsidiary)
- Risks related to the Results of Integrated Production Company for Audio and Visual Media Production (Subsidiary) and the Decrease in its Profitability
- Risks related to the Poor Collection Process and the Efficiency of Registering the Accounts Receivable Provision for Integrated Production Company for
- Risks related to the Life of Other Claims as on March 31, 2022G
- Risks related to the Company’s Limited Ability to obtain Bank Loans
- Risks related to High Depreciation of Fixed Assets
- Risks related to Non-marking of Company Equipment
- Risks related to Inventory
- Risks related to the Decline in the Performance of the Advertising Sector
- Risks related to Supplier Agreements and Claims
- Risks related to depending on rights issues to finance the Company’s operations and settle its losses
- Risks associated with the Audit Committee and the Nomination and Remuneration Committee not performing their duties as required
- Risks related to Government Fees applicable to the Employment of Non- Saudi Employees
- Risks related to Managing the Working Capital
- Risks related to Management Decisions
- Risks related to increasing the Capital Costs of Executing Future Projects more than the Expected Value
- Risks related to Imposing a Penalty Due to a Violation of Labor Laws
- Risks related to applying the Developments of the International Financial Reporting Standards or applying the New International Financial Reporting
- Risks related to opening financial regulation procedures
In the period ended March 31, 2020G, the Company made gross profit by 30.2 million Saudi Riyal. This would negatively and materially affect the company's business, results of operations and future prospects.
RISKS RELATED TO MARKET AND INDUSTRY
- RISKS RELATED TO THE ECONOMIC PERFORMANCE OF THE KINGDOM
- RISKS RELATED TO POLITICAL AND ECONOMIC INSTABILITY IN ME
- RISKS RELATED TO COMPANIES LAW, CORPORATE GOVERNANCE REGULATIONS AND CMA RULES
- RISKS RELATED TO NON-COMPLIANCE WITH EXISTING LAWS AND REGULATIONS AND/OR ISSUANCE OF NEW LAWS AND REGULATIONS
- RISKS RELATED TO THE COMPETITIVE ENVIRONMENT
- RISKS RELATED TO VALUE ADDED TAX (VAT)
- Risks related to fluctuations in currency exchange rates
- Risks related to coronavirus “Covid – 19” pandemic
In addition to the above, the Authority has issued warnings and notices to the company regarding the governance of the Company. There can be no assurance that the Company will continue to compete effectively with other companies. Consequently, the Company must adapt to the changes resulting from the application of VAT in the business of the Company and its subsidiaries.
Some of the company's transactions are in currencies other than the Saudi riyal, particularly the US dollar.
RISKS RELATED TO OFFERED SECURITIES
- RISKS RELATED TO POTENTIAL FLUCTUATIONS IN THE RIGHTS’ PRICE
- RISKS RELATED TO POTENTIAL FLUCTUATIONS IN THE SHARE PRICE
- RISKS RELATED TO NON-PROFITABILITY OR SELLING OF THE RIGHTS
- RISKS RELATED TO FUTURE DATA
- RISKS RELATED TO POSSIBILITY OF ISSUING NEW SHARES
- RISKS RELATED TO LACK OF DEMAND FOR THE COMPANY’S RIGHTS AND SHARES
- RISKS RELATED TO OWNERSHIP RATIOS’ DECLINE
- RISKS RELATED TO NON-EXERCISING THE RIGHTS IN A TIMELY MANNER
- RISKS RELATED TO DIVIDENDS TO SHAREHOLDERS
- RISKS RELATED TO SPECULATION IN RIGHTS ISSUE
- RISKS RELATED TO LACK OF SHAREHOLDER’S AWARENESS OF TRADING MECHANISM AND THEIR EXERCISE OF RIGHTS
- RISKS OF SUSPENDING TRADING OR CANCELING THE COMPANY’S SHARES AS FAILURE TO PUBLISH ITS FINANCIAL STATEMENTS WITHIN THE STATUTORY PERIOD
The Company's future results and performance data cannot actually be predicted and may differ from what is contained herein. Issuance of any new shares by the Company depends on the approval of the extraordinary general meeting of the shareholders. In the event that the financial information is not published within twenty trading sessions after the first suspended trading session, the Tadawul shall announce the re-suspension of the company's securities until it publishes its financial results.
The financial market will lift the suspension after one trading session following the announcement of the company's financial results.
Company Profile
The Company’s history and major developments in its capital structure
4-154-2006 dated 27/02/1427H (corresponding to 27/03/2006G) and based on the decision of the Council of Ministers to divide the shares of public shareholder companies on that date so that the nominal value of one share becomes ten (10) Saudi Riyals instead of fifty (50) Saudi Riyals. Accordingly, the Company's shares were divided into fifteen million ordinary shares in a nominal value for each share at ten (10) Saudi Riyal. The subscription is represented in the Offering of ten million new ordinary shares with an offer price of ten (10) Saudi Riyals per one share with a nominal value of ten (10) Saudi Riyals to raise the Company's capital of five and raising seventy million Saudi Riyal to one. one hundred and seventy-five million Saudi Riyal and increase the number of shares from seven million five hundred thousand ordinary shares to seventeen million five hundred thousand ordinary shares.
The capital is then increased by offering Preemptive Rights shares in a value of three hundred and fifty million Saudi Riyal, so that the Company's capital after the increase will be four hundred million Saudi Riyal.
Company’s Main Activities
Commercial agencies within the purposes of the Company after obtaining the necessary licenses from the competent authorities and registration in the register of commercial agencies, all after obtaining the approval of the competent authorities. The Company conducts its business in accordance with the applicable laws and after obtaining the licenses required from the competent authorities, if any. The Company is currently one of the largest companies in the field of road advertising and has received many tenders offered by the secretariats.
The company started producing films, commercials, awareness campaigns and documentaries by contributing to the creation of the Integrated Production Company for Audiovisual Media Production (a subsidiary).
Company’s Vision
The company currently manages and operates the exclusive agency contract for Houghton Mifflin Harcourt products, during the financial year ending March 31, 2021G, Tihama Distribution Company extended the exclusive distribution agreement with Education Technology Company – Houghton Mifflin Harcourt. The agreement was renewed between Tihama Distribution and Education Technology Company – Houghton Mifflin Harcourt, which is the leading global provider of educational curricula for the educational period from kindergarten to high school, and the agreement gives Tihama the right to exclusive distribution of Houghton Mifflin. Harcourt Products in the Kingdom of Saudi Arabia. Tihama Distribution and Harcourt formed a successful partnership since 2010, to provide integrated education services to more than 170 schools across the Kingdom.
Tihama Distribution continues to develop its integrated services for its customers, including training and professional development.
Company’s Mission
The agreement is valid until December 2023 and includes a clause that allows it to be extended until December 2025. HMH continues to innovate in the primary and secondary education market segment, focusing strongly on the digital-first approach to designing and delivering curricula that utilizes digital platforms and the latest developments in educational technology.
Company’s Strategy
Strengths and Competitive Advantages of the Company
Subsidiaries
Investees
Business interruption
Employees and Saudization
Organizational Structure
Board of Directors
Company Committees
- Audit Committee
- Nomination and Remuneration Committee
- Executive Committee
Sari bin Ibrahim Al-Mayouf as Chairman of the Appointments and Remuneration Committee, and the appointment decision is effective from the date. Sultan Salahuddin Abdulazzim as a member of the Appointments and Remuneration Committee, and the appointment decision is effective as of Appointments and remuneration with confirmation of the Commission's rules for appointments and remuneration and confirmation of the remuneration policy for members of the board and its committees and executive management.
On 17/10/2021G, the board approved the formation of the nomination and remuneration committee from the board members, Mr.
Executive Management
Compensation and Remuneration of Board Members and Senior Executives
Existing Employees Equity Programs Prior to Submission of the application for registration and Offering the securities subject to this
Arrangements that involve employees in the capital
Introduction
Declarations of Directors Regarding Financial Information
The Company and its subsidiaries are not aware of any information regarding governmental, economic, financial, monetary or political policies or other factors that affect or significantly affect (directly or indirectly) their operations, other than as disclosed herein and in other sections of this newsletter. The Company and its Material Subsidiaries have not witnessed any capital adjustments during the three years immediately preceding the date of the filing of the Application for Registration and the Offering of the Securities that are the subject of this Prospectus, except as disclosed in this section and in other sections of this Prospectus. To the best of their knowledge, as of the date of this prospectus, there are no mortgages, liens or any encumbrances or charges on the property of the Company and its subsidiaries, except as disclosed in this section and in other sections of this prospectus.
The Company and its subsidiaries have no potential liabilities, guarantees or any significant fixed assets to be purchased or leased other than as disclosed in this section.
Summary of significant accounting policies
Goodwill relating to the associated company or subsidiary is included in the equity's accounting value and is tested separately for impairment. The annual accounts of the subsidiaries and joint ventures are prepared in the same financial year as the group. For each business combination, the group measures the minority interest in the acquired company at fair value or at the proportionate share of the acquired company's identifiable net assets.
If this reassessment still results in an excess of the fair value of the net assets acquired over the total consideration transferred, the gain is recognized in the consolidated income statement.
Right to use assets
The consolidated financial statements include the financial statements of the parent company, Tihama Advertising, Public Relations and Marketing, and its subsidiaries (collectively referred to as the “Group”). The financial year of the subsidiaries begins on January 1 of each Gregorian year and ends on December 31 of the same year, with the exception of Aventus Company. Global Trading, as the financial year begins on April 1 of each Gregorian year and ends on March 31 of the following year.
At the start of the contract, the Company assesses whether the contract contains rental agreements.
Lease Obligations
The financial statements of the subsidiaries are consolidated on the basis of the financial statements for the period ending on March 31, due to the existence of significant events and transactions that took place in the period from January 1 to March 31. In calculating the present value of lease payments, the Group uses the borrowing rate at the commencement date of the lease if the rate of return implicit in the lease is not readily determined. After the commencement date, the amount of the rental liability is increased to reflect the accrual of finance expenses and reduced rental payments made.
In addition, the carrying amount of the lease liability is revalued if there is a change, a change in the lease term, a change in the fixed lease payments included therein, or a change in the purchase value of the underlying asset.
Short Term Leases
Important provisions in determining the lease term for contracts that include renewal options
- Factors affecting the Company’s Activity and Course of Action
- Qualified Opinion of the Legal Auditor on the Financial Statements
- Key Performance Indicators (KPIs)
- Results of the Operations of the Financial Years Ending 31 March 2020G, 2021G, and 2022G
- Consolidated Profit or Loss Statement
- Financial Position
The Company's share of the business results of an Associate had a profit of 8.1 million Saudi riyals in 2022G. The reported decrease in turnover is due to the high costs of the company's activity. The loss is recognized on the basis of an impairment study developed by the Company's management.
The value of the loss relatively decreased again in 2022, after the relative increase in revenues, and the company recorded a profit from investments worth 8.1 million Saudi riyals in the same year. On the other hand, the increase in the balance as of March 31, 2022G was influenced by the registration of part of the results of these investments worth 8.1 million Saudi riyals. Based on the results of the survey, the fair value of the property was 4.2 million Saudi riyals in 2021G.
Capital
Accumulated Losses
Reserve for Measurement of Employees Benefit Liability
Reserve for translation differences in foreign currency
Fair Value Change Reserve
Impact of the acquisition of non-controlling interest in subsidiaries
Non-controlling interest
- Statement of Cash Flows
- Cash Flows Generated from Financing Activities
- Cash Flows Generated from Investment Activities
- Cash Flows Generated from Financing Activities
- Contingent liabilities and commitments Letters of Guarantee
- Results of operations for Tihama Holding Company (the parent Company) .1 Statement of Profits or Losses
- Statement of Financial Position
- Results of operations for Integrated Production for Audio -Visual Media Production Company (Subsidiary)
- Statement of Profits or Losses
- Statement of Financial Position
- Results of Operations for Tihama Distribution Company (Subsidiary Company)
- Statement of Profits or Losses
- Statement of Financial Position
- Results of Operations for Aventus Global Trading Company (Subsidiary Company)
- Statement of Profits or Losses
- Statement of Financial Position
- Results of Operations for Tihama Education Company (Subsidiary Company) .1 Statement of Profits or Losses
- Net Offering Proceeds
- Use of Offering Proceeds
- Company Incorporation .1 Overview
- Board of Directors
- Company Committees
- Executive Management
- Corporate Governance
- Company’s activity
- The Company’s Subsidiaries
- Government Approvals, Licenses and Certificates
- Continuous liabilities imposed by governmental authorities on the Company and its subsidiaries in its capacity “licensee”
- Continuous liabilities according to requirements of the Ministry of Media
- Continuous liabilities according to requirements of the Ministry of Commerce
- Continuous liabilities according to Capital Market Authority requirements
- Continuous liabilities according to the Ministry of Human Resources and Social Development
- Continuous liabilities according to General Organization for Social Insurance requirements
- Continuous liabilities according to Zakat, Tax and Customs Authority requirements
- Continuous liabilities according to Ministry of Municipal Rural Affairs &
- Continuous liabilities according to General Directorate of Civil Defense requirements
- Continuous liabilities according to Ejar platform requirements
- Summary of material contracts
Accordingly, the company reversed the provision formed against the adjusted valuation for the year, which amounted to 2.1 million Saudi riyals. The nominal value of each share in the Company has been adjusted to be seventy-five (75) Saudi Riyals instead of one hundred (100) Saudi Riyals. The nominal value of each share in the Company has been adjusted to be sixty (60) Saudi Riyals instead of seventy-five (75) Saudi Riyals.
The nominal value of each share of the Company has been changed to fifty (50) Saudi Riyals instead of sixty (60) Saudi Riyals. The company's share in the National Unified Distribution Company (a Saudi limited liability company) is through a subsidiary (Tihama Distribution Company). The company's share in the capital of Fogo, one of the emerging companies in the United States of America, through a subsidiary (Tihama New Media Company, which was acquired during the fiscal year ended March 31, 2021G).
