Earnings release
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Exhibit 99.1 ANGHAMI INC. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS June 30, 2024 and 2023 ANGHAMI INC. Condensed interim consolidated statement of comprehensive loss For the six-month period ended June 30 (Unaudited) (Unaudited) Note 2024 2023 USD USD Revenue 4 29,797,282 18,903,711 Cost of revenue 6 ( 38,292,249) ( 15,616,500) Gross (loss)/ profit ( 8,494,967) 3,287,211 Selling and marketing expenses 7 ( 9,075,071) ( 4,637,110) General and administrative expenses 8 ( 8,819,171) ( 9,211,224) Consultancy and professional fees ( 764,342) ( 738,882) Government grants 13 871,385 1,431,490 Operating loss ( 26,282,166) ( 9,868,515) Finance costs ( 66,111) ( 84,042) Finance income 188,881 5,234 Other income 297,173 840,100 Impairment of goodwill 11 ( 600,000) - Share of loss of a joint venture ( 362,978) ( 126,844) Fair value change of warrant liabilities 19 221,413 ( 208,383) Foreign exchange loss, net ( 599,773) ( 2,409,540) Loss before tax ( 27,203,561) ( 11,851,990)
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Income tax expense ( 451,051) ( 295,018) TOTAL COMPREHENSIVE LOSS FOR THE PERIOD ( 27,654,612) ( 12,147,008) Attributable to: Equity holders of the Parent ( 27,666,386) ( 11,954,113) Non-controlling interests 11,774 ( 192,895) ( 27,654,612) ( 12,147,008) Basic and diluted loss per share attributable to equity holders of the Parent 21 ( 0.57) ( 0.46) The attached notes 1 to 24 form part of these condensed interim consolidated financial statements. 1 ANGHAMI INC. Condensed interim consolidated statement of financial position (Unaudited) (Audited) Note June 30, 2024 December 31, 2023 USD USD ASSETS Non-current assets Property and equipment 9 1,575,648 1,812,738 Intangible assets 10 94,046,804 1,184,773 Goodwill 11 - 600,000 Investment in a joint venture - 619,690 Right-of-use assets 268,350 142,291 Deferred tax assets 584 1,384 95,891,386 4,360,876 Current assets Trade and other receivables 12 10,357,688 6,289,768 Government grants 13 607,585 822,073 Contract assets 8,017,715 1,406,015 Amount due from related parties 18 1,357,069 346,961 Cash and bank balances 14 26,893,710 6,239,080 47,233,767 15,103,897 TOTAL ASSETS 143,125,153 19,464,773 EQUITY AND LIABILITIES Equity Share capital 15 6,686 2,971 Share premium 15 262,286,166 125,606,786 Share-based payment reserves 16 89,494 415,573
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Accumulated losses ( 166,615,072) ( 138,948,686) Equity/ deficit attributed to equity holders of the Parent 95,767,274 ( 12,923,356) Non-controlling interests ( 1,163,137) ( 1,174,911) Total equity/ deficit 94,604,137 ( 14,098,267) Non-current liabilities Provision for employees’ end-of-service benefits 1,255,530 831,277 Lease liabilities 260,472 58,437 Government grants 13 387,250 372,371 1,903,252 1,262,085 Current liabilities Trade and other payables 17 25,588,401 26,204,360 Government grants 13 154,520 132,948 Contract liabilities 6,040,283 3,458,753 Amount due to shareholders and related parties 18 12,842,846 1,097,497 Warrant liabilities 19 1,942,282 1,137,946 Income tax payable - 156,991 Bank overdrafts 14 13,087 7,395 Lease liabilities 36,345 105,065 46,617,764 32,300,955 Total liabilities 48,521,016 33,563,040 TOTAL EQUITY AND LIABILITIES 143,125,153 19,464,773 The attached notes 1 to 24 form part of these condensed interim consolidated financial statements. 2 ANGHAMI INC. Condensed interim consolidated statement of changes in equity Share capital Share premium Share-based payment reserves Accumulated losses Deficit/ equity attributable to the equity holders of the Parent Non-controlling interest Total deficit/ equity USD USD USD USD USD USD USD At January 1, 2023 (Audited) 2,601 116,505,240 1,512,490 ( 123,135,335) ( 5,115,004) ( 1,322,628) ( 6,437,632) Share-based payments - - ( 148,495) - ( 148,495) - ( 148,495) Total comprehensive loss - - - ( 11,954,113) ( 11,954,113) ( 192,895) ( 12,147,008) At June 30, 2023 (Unaudited) 2,601 116,505,240 1,363,995 ( 135,089,448) ( 17,217,612) ( 1,515,523) ( 18,733,135)
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At January 1, 2024 (Audited) 2,971 125,606,786 415,573 ( 138,948,686) ( 12,923,356) ( 1,174,911) ( 14,098,267) Share-based payments (note 16) 17 183,095 ( 326,079) - ( 142,967) - ( 142,967) Issuance of shares upon acquisition of assets (note 1) 3,698 136,496,285 - - 136,499,983 - 136,499,983 Total comprehensive loss - - - ( 27,666,386) ( 27,666,386) 11,774 ( 27,654,612) At June 30, 2024 (Unaudited) 6,686 262,286,166 89,494 ( 166,615,072) 95,767,274 ( 1,163,137) 94,604,137 The attached notes 1 to 24 form part of these condensed interim consolidated financial statements. 3 ANGHAMI INC. Condensed interim consolidated statement of cash flows For the six-month period ended June 30 (Unaudited) (Unaudited) Note 2024 2023 USD USD OPERATING ACTIVITIES Loss for the period ( 27,654,612) ( 12,147,008) Adjustments for: Depreciation of property and equipment 9 248,865 241,107 Depreciation of right-of-use assets 60,540 73,416 Amortization of intangible assets 10 2,358,634 1,653,584 Gain from the termination of contract 10 - ( 196,396) Finance costs 66,111 84,042 Finance income ( 188,881) ( 5,234) Provision for employees’ end of service benefits 441,484 267,281 Change in fair value of warrant liabilities 19 ( 221,413) 208,383 Reversal for share-based payments 16 ( 142,967) ( 148,495) Allowance for estimated credit loss 196,953 345,157 Share of loss of a joint venture 265,096 126,844 Taxes - 295,018 Government grants revenue 13 ( 871,385) ( 1,431,490) Write-off of intangible assets 16,874 - Liquidation of investment in a joint venture 354,594 - Impairment of goodwill 600,000 - ( 24,470,107) ( 10,633,791) Working capital changes:
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Trade and other receivables ( 4,264,873) 1,038,251 Amount due from related parties ( 1,010,108) ( 26,751) Contract assets ( 6,611,700) 321,078 Trade and other payables ( 615,959) 7,619,751 Contract liabilities 2,581,530 ( 564,980) Amount due to shareholders and related parties 11,745,349 1,365,388 Cash flow from used in operations ( 22,645,868) ( 881,054) Income tax paid ( 156,191) ( 722,005) End of service benefits paid ( 17,231) ( 61,122) Net cash flows used in operating activities ( 22,819,290) ( 1,664,181) INVESTING ACTIVITIES Purchase of property and equipment ( 11,775) ( 4,112) Additions of intangible assets 10 ( 237,539) ( 1,106,175) Net cash flows used in investing activities ( 249,314) ( 1,110,287) FINANCING ACTIVITIES Payments of lease liabilities ( 78,620) ( 114,083) Proceeds from acquisition of assets 1 41,499,983 - Receipt of government grants 13 1,122,324 1,097,404 Proceeds from issuance of private warrants 1,025,749 - Finance costs paid ( 40,775) ( 62,995) Finance income received 188,881 5,234 Net cash flows from financing activities 43,717,542 925,560 INCREASE/ (DECREASE) IN CASH AND CASH EQUIV ALENTS 20,648,938 ( 1,848,908) Cash and cash equivalents at January 1 6,231,685 3,113,331 CASH AND CASH EQUIV ALENTS AT PERIOD END 14 26,880,623 1,264,423 Supplementary cash flow information on non-cash investing and financing activities Addition of long-term lease 186,599 - Termination of outstanding payable in relation to written-off intangible assets - 5,250,000 Intangible assets recognized upon acquisition of assets 10 95,000,000 - The attached notes 1 to 24 form part of these condensed interim consolidated financial statements. 4 ANGHAMI INC. Notes to the condensed interim consolidated financial statements 1 CORPORATE INFORMATION Anghami Inc. (the “Group” or the “Parent”), was incorporated as a Cayman Islands exempted Group on March 1, 2021 with its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The mailing address of our principal executive office is 16th Floor, Al-Khatem Tower, WeWork Hub71, Abu Dhabi
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Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The principal activity of the group is digital entertainment and online streaming including music, podcasts, music videos, and live events. The Group has a freemium business model whereby premium (paying) users get unlimited access to online streaming content, ads free streaming experience, and unlimited downloads. The ad-supported users do not pay subscription fees and are provided with limited access to on-demand online streaming content without the ability to download content. The Group secures its content via licenses with labels and independent artists to provide its service. On April 1st, 2024, OSN+, the region’ s leading streaming platform for premium video content, and Anghami Inc. have announced a deal. The investment from the OSN Group materialized via the newly created SVP OSN Streaming Limited and was realized through transfer of OSN+ asset to Anghami for a total consideration of USD 136,499,983 , comprising of the brand valued at USD 76,000,000 , the subscribers relationship valued at USD 19,000,000 , and a cash consideration for a total of USD 41,499,983 . The fair value of the intangible assets recognized has been determined by an external third party expert. Please refer to note 10 for more information. The OSN group investment in Anghami was executed via a structured approach: Panther Media Group Limited (“PMGL”) established Panther Media Holding Limited (“PMHL”) a wholly owned Special Purpose Vehicle (SPV) in the Dubai International Financial Centre (DIFC), which then created OSN Streaming Holding Limited another Special Purpose Vehicle (SPV) in the Dubai International Financial Center (DIFC) which ultimately then created OSN Streaming Limited, a subsidiary SPV in the Cayman Islands. The transaction has resulted in the issuance of 36,985,507 common shares to Streaming. Please refer to note 15 for more information. OSN Group is the majority shareholder of OSN Streaming Limited with a 55.25 % ownership percentage. 2 GOING CONCERN For the period ended June 30, 2024 the Group incurred a loss of USD 27,654,612 , accumulated losses of USD 166,615,072 , and negative cash flow from operations of USD 22,819,290 . In addition to the cash flows to be generated from the Group’ s operations, the continuation of the Group’ s operations is dependent primarily on the ability to raise funding, and accessibility and availability thereof. The Group’ s management acknowledges that there is a risk that the quantum and timing of cash flows may not be achievable in line with the twelve months forecasts from the date of approval of the Group’ s condensed interim consolidated financial statements. A review of the strategic plan and budget, including expected developments in liquidity and capital was considered. Based on management’ s forecasts, the day-to-day operations and expenditure requirements are anticipated to be funded primarily by both cash generated through the ongoing operations and ability to access additional funding. Notwithstanding these results, Management believes there are no events or conditions that give rise to doubt the ability of the Group to continue as a going concern for a period of twelve months after the preparation of the consolidated financial statements. Accordingly, the condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Group is unable to continue as a going concern. 5 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 3 BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES 3.1 Basis of preparation
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These condensed interim consolidated financial statements are for the six-month periods ended June 30, 2024 and 2023 and are presented in United States Dollars (“USD”), which is the functional currency of the Group. They have been prepared in accordance with IAS 34‘Interim Financial Reporting’. These condensed interim consolidated financial statements do not include all of the information required in annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’ s financial position and performance since the last annual financial statements. These condensed interim consolidated financial statements were approved for issue by the Board of Directors on December XX, 2024. 3.2 Basis of consolidation Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent Group, using consistent accounting policies. Intra-group balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders. 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: Ø Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee), Ø Exposure, or rights, to variable returns from its involvement with the investee, and Ø The ability to use its power over the investee to affect its returns. 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: Ø The contractual arrangement with the other vote holders of the investee Ø Rights arising from other contractual arrangements Ø The Group’ s voting rights and potential voting rights The Group re-assesses whether 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 condensed interim consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. 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 derecognizes the related assets (including goodwill), liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.
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6 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 3 BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) Details of subsidiaries as at June 30, 2024 and December 31, 2023 were as follows: Subsidiaries % of legal ownership June 30, 2024 % of legal ownership December 31, 2023 Country of Incorporation Principal business activities Anghami Cayman 100% 100% Cayman Music streaming Anghami Technologies Ltd 100% 100% UAE Music streaming Spotlight Recreational Services LLC 100% 100% UAE Live events Anghami FZ LLC 100% 100% UAE Music streaming Digimusic SAL Offshore 94% 94% Lebanon Music streaming Anghami KSA 100% 100% Saudi Arabia Music streaming Anghami for Digital Content 100% 100% Egypt Music streaming The carrying amount of the Group’ s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation. 3.3 New and amended standards and interpretations A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. 3.4 Accounting policies The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended June 30, 2024 are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2023. 3.5 Critical accounting judgements, estimates and assumptions When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the six-month period ended June 30, 2024 and 2023, including the key sources of estimation uncertainty, were the same as those applied in the Group’ s annual consolidated financial statements for the year ended December 31, 2023. 4 REVENUE For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD
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Revenue from subscriptions 23,983,378 11,396,668 Revenue from advertisement (1) 4,455,020 5,266,208 Revenue from live events 1,358,884 2,240,835 29,797,282 18,903,711 Goods and services transferred at a point in time 5,813,904 7,511,639 Goods and services transferred over time 23,983,378 11,392,072 29,797,282 18,903,711 (1) Revenue from advertisement include barter transactions amounting to USD 476,612 (2023: USD nil ) 7 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 5 SEGMENT INFORMATION The Group has three reportable segments: Revenue from subscriptions, Revenue from advertisement, and Revenue from live events. The Premium service is a paid service in which customers can listen on demand and offline. Revenue for the Premium segment is generated through subscription fees. The Ad-Supported service is free to the user. Revenue for the Ad-Supported segment is primarily generated through the sale of advertising across the Group’ s content. Revenues from live events are generated from the sale of tickets, food and beverage & sponsorships. Royalty costs are primarily recorded in each segment based on specific rates for each segment agreed with the rights holders. The remaining cost of revenue items that are not specifically associated to either of the segments are allocated based on user activity in each segment. No operating segments have been aggregated to form the reportable segments. Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows: For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Revenue from subscription segment Revenue 23,983,378 11,396,668 Cost of revenue ( 33,935,805) ( 11,511,698) Gross loss ( 9,952,427) ( 115,030) Revenue from advertisement segment Revenue 4,455,020 5,266,208 Cost of revenue ( 2,918,095) ( 2,058,000) Gross profit 1,536,925 3,208,208 Revenue from live events segment Revenue 1,358,884 2,240,835 Cost of revenue ( 1,438,349) ( 2,046,802) Gross (loss)/ profit ( 79,465) 194,033
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Consolidated Revenue 29,797,282 18,903,711 Cost of revenue ( 38,292,249) ( 15,616,500) Gross (loss)/ profit ( 8,494,967) 3,287,211 Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results. 8 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 5 SEGMENT INFORMATION (continued) Reconciliation of gross loss Selling and marketing, operating expenses, finance income, and finance costs are not allocated to individual segments as these are managed on an overall group basis. The reconciliation between reportable segment gross profit to the Group’ s loss before tax is as follows: For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Segment gross (loss)/profit ( 8,494,967) 3,287,211 Selling and marketing expenses ( 9,075,071) ( 4,637,110) General and administrative expenses ( 8,819,171) ( 9,211,224) Consultancy and professional fees ( 764,342) ( 738,882) Government grants 871,385 1,431,490 Finance costs ( 66,111) ( 84,042) Finance income 188,881 5,234 Other income 47,173 840,100 Impairment of goodwill ( 350,000) - Share of loss of a joint venture ( 362,978) ( 126,844) Fair value change of warrant liabilities 221,413 ( 208,383) Foreign exchange loss, net ( 599,773) ( 2,409,540) Loss before tax ( 27,203,561) ( 11,851,990) Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results. Revenue by market For the six-month period
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ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD KSA 8,666,652 2,930,379 UAE 5,679,127 4,286,444 Egypt 5,089,050 6,976,960 Kuwait 3,079,107 250,041 Qatar 1,679,568 141,878 Lebanon 1,404,887 1,588,373 Jordan 559,921 551,497 Morocco 352,928 537,996 Others* 3,286,042 1,640,143 29,797,282 18,903,711 Premium revenue is attributed to a country based on where the membership originates. Ad-Supported revenue is attributed to a country based on where the advertising campaign is viewed. Live events revenue is attributed to a country based on where the events occurred. * There is no individual geographical market other than those disclosed above which would constitute more than 5 % of the total revenue. 9 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 6 COST OF REVENUE For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Content acquisition and royalty costs 28,185,088 8,361,062 Live events cost 1,438,349 2,046,802 Payment processing and agency fees 3,455,207 2,664,755 Technology infrastructure costs 2,190,032 1,552,191 Amortization of intangible assets (note 10) 2,323,251 706,792 Branded content 218,535 151,865 Online and other costs 5,175 133,033 Barter transaction cost 476,612 - 38,292,249 15,616,500 Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results. 7 SELLING AND MARKETING EXPENSES
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For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Marketing and branding expenses 1,134,752 1,288,353 Advertising expenses 7,940,319 3,348,757 9,075,071 4,637,110 8 GENERAL AND ADMINISTRATIVE EXPENSES For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Salaries and other related benefits 6,311,194 5,507,481 Settlement fees* - 2,000,000 Insurance expense 506,880 519,281 Provision for employees’ end of service benefit 441,484 267,281 Provision for expected credit losses 196,953 - Depreciation of property and equipment (note 9) 248,865 241,107 Rent and related charges 444,580 286,843 Travel expenses 161,956 149,671 Utilities 54,826 36,164 Depreciation of rights-of-use assets 60,540 73,416 License fees 224,779 50,000 Taxes - 15,952 Write-off receivables 4,699 4,644 Amortization of intangible assets (note 10) 35,384 2,449 Other expenses 127,031 56,935 8,819,171 9,211,224 10 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 8 GENERAL AND ADMINISTRATIVE EXPENSES (continued) * The amount relates to settlement agreement with content owner, related to differing opinions of both parties in reference to distribution of content for certain customers. Both parties agreed on settling the related amount on installments, the last installment is due on September 30, 2024. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.
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9 PROPERTY AND EQUIPMENT The property and equipment net book value consists of the following: (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD General installations 1,026,079 1,179,621 Office and computer equipment 225,013 258,185 Furniture & fixtures 324,556 374,932 1,575,648 1,812,738 Total expense arising from depreciation on property and equipment recognized in the condensed interim consolidated statement of comprehensive loss as part of general and administrative expense for the six-month period ended June 30, 2024 was USD 248,865 (USD 241,107 for the six-month period ended June 30, 2023). 11 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 10 INTANGIBLE ASSETS The movement of intangible assets during the period is as follows: Brand Subscribers Relationship Application development Originals and Sessions Other intangibles Work in progress Total USD USD USD USD USD USD USD 2023 Cost: At January 1, 2023 - - 3,685,510 520,052 9,014,531 120,498 13,340,591 Additions - - - - 1,030,502 14,975 1,045,477 Additions – internally developed - - 166,667 - - - 166,667 Contract termination* - - - - ( 8,750,000) - ( 8,750,000) Transfers - - - 10,450 - ( 10,450) - At December 31, 2023 - - 3,852,177 530,502 1,295,033 125,023 5,802,735 Amortization: At January 1, 2023 - - 2,632,912 433,818 2,670,706 - 5,737,436
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Charge for the year - - 761,561 55,527 1,759,834 - 2,576,922 Contract termination* - - - - ( 3,696,396) - ( 3,696,396) At December 31, 2023 - - 3,394,473 489,345 734,144 - 4,617,962 Net carrying amount: At December 31, 2023 (Audited) - - 457,704 41,157 560,889 125,023 1,184,773 2024 Cost: At January 1, 2024 - - 3,852,177 530,502 1,295,033 125,023 5,802,735 Additions 76,000,000 19,000,000 - - - - 95,000,000 Additions – internally developed - - 237,539 - - - 237,539 Transfers - - - 3,171 - ( 3,171) - Write-off - - - - - ( 16,874) ( 16,874) At June 30, 2024 76,000,000 19,000,000 4,089,716 533,673 1,295,033 104,978 101,023,400 Amortization: At January 1, 2024 - - 3,394,473 489,345 734,144 - 4,617,962 Charge for the period - 1,578,996 334,699 9,556 435,383 - 2,358,634 At June 30, 2024 - 1,578,996 3,729,172 498,901 1,169,527 - 6,976,596 Net carrying amount: At June 30, 2024 (Unaudited) 76,000,000 17,421,004 360,544 34,772 125,506 104,978 94,046,804 Work in progress represents costs incurred in relation to internally produced originals and sessions which are not yet released as well as software being developed by a third party. Anghami acquired the identifiable net assets of OSN+ activities at the respective fair values from Streaming. The identification and the fair value of the assets has been set at USD 95,000,000 segregated between brand and subscribers relationship. The fair value of the net assets has been evaluated by third party experts. 12 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 10 INTANGIBLE ASSETS (continued) Amortization charged is allocated as follows:
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For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Selling and marketing expenses - 944,343 Cost of revenue (note 6) 2,323,251 706,792 General and administrative expenses (note 8) 35,384 2,449 2,358,635 1,653,584 11 GOODWILL On 3 June 2022, the Group acquired 100 % of the shares of Spotlight Recreational Services LLC (“Spotlight”), a Company incorporated under the laws of the United Arab Emirates, pursuant to the signed sale and purchase agreement. Spotlight is engaged in operating live events. This acquisition has been accounted for in accordance with IFRS 3 Business Combinations. Management believes there are no material provisional assets and liabilities to be recorded at the date of the acquisition, further Management is of the opinion that there are no identifiable intangible assets at the date of acquisition, hence all the purchase consideration were recorded as goodwill in these condensed interim consolidated financial statements. The purchase consideration was as follows: ● USD 350,000 paid in cash at closing of acquisition which has been fully paid is at December 31, 2022 ● USD 250,000 , to be paid in shares In conjunction with the resignation of the General Manager of Spotlight, management has performed an impairment test on the goodwill associated with the business. Following this assessment, management has determined that the goodwill is impaired and has therefore written off the entire goodwill balance. 12 TRADE AND OTHER RECEIV ABLES (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD Trade receivables 7,351,893 5,629,350 Other receivables 1,152,058 777,972 Advances paid for content and service providers 2,138,506 384,601 Prepayments 440,583 229,508 Other financial assets 203,800 536 Allowance for estimated credit losses ( 929,152) ( 732,199) 10,357,688 6,289,768 13 ANGHAMI INC.
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Notes to the condensed interim consolidated financial statements (continued) 12 TRADE AND OTHER RECEIV ABLES (continued) Trade receivables are non-interest bearing and are generally on terms of 30 to 120 days. An analysis of expected credit losses is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. At June 30, 2024 and December 31, 2023, the ageing analysis of unimpaired trade receivables is as follows: Neither past due nor Past due but not impaired Total impaired 30-60 days 60-90 days 90-120 days >120 days USD USD USD USD USD USD June 30, 2024 (Unaudited) 6,422,741 4,035,753 1,856,445 530,543 - - December 31, 2023 (Audited) 4,897,151 3,932,860 403,496 370,898 148,750 41,147 13 GOVERNMENT GRANTS (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD At 1 January 316,754 1,535,229 Received during the period ( 1,122,324) ( 3,544,435) Amount recognized in the statement of profit or loss 871,385 2,325,960 65,815 316,754 (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD Current assets 607,585 822,073 Non-current liabilities ( 387,250) ( 372,371) Current liabilities ( 154,520) ( 132,948) 65,815 316,754 As of June 30, 2024 and December 31, 2023 the Group had a Accrued Government grants of USD 607,585 and USD 822,073 respectively. The accrued government grants are due from governmental entities not yet claimed. The government grants revenue recognized in the condensed interim consolidated statement of comprehensive income for the six-month period ended June 30, 2024 was USD 871,385 (USD 1,431,490 for the six-month period ended June 30, 2023). 14
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ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 14 CASH AND BANK BALANCES Cash and cash equivalents reflected in the condensed interim consolidated statement of cash flows comprise the following statement of financial position amounts: (Unaudited) (Audited) (Unaudited) June 30, 2024 December 31, 2023 June 30, 2023 USD USD USD Cash on hand 84,431 6,202,248 136,522 Bank balances 6,731,426 36,832 1,133,132 Short term deposits (1) 20,077,853 - - 26,893,710 6,239,080 1,269,654 Less: bank overdrafts (2) ( 13,087) ( 7,395) ( 5,231) Cash and cash equivalents 26,880,623 6,231,685 1,264,423 (1) Short term deposits consist of fixed-term deposits with a 14 days maturity period with an interest rate of 5 % per annum. (2) Bank overdrafts carry an interest rate between 7 % - 10 %. 15 ISSUED CAPITAL AND RESERVES On April 1, 2024, Anghami Inc. has entered into an asset acquisition transaction with Streaming resulting in the issuance of 36,985,507 common shares to Streaming as part of the transaction, resulting in an increase in share capital by USD 3,698 and an increase in share premium by USD 136 ,496,285 . Following this issuance, OSN+ holds 55.25 % ownership of Anghami’ s total shares. As of June 30, 2024 and December 31, 2023, the Group has authorised 2,150,000,000 ordinary shares and 5,000,000 preference shares. As of June 30, 2024, the Group has 66,864,696 outstanding ordinary shares amounting to USD 6,686 and has related share premium of USD 262,286,166 . As of December 31, 2023, the Group had 29,709,641 outstanding ordinary shares amounting to USD 2,971 and has related share premium of USD 125,606,786 . 16 SHARE-BASED PAYMENTS At June 30, 2024, the employee share scheme reserve balance is USD 89,494 (at December 31, 2023: USD 415,573 ). The movement of share-based payment reserves during the year is as follows: Amount USD As at January 1, 2023 1,512,490 Share options exercised during the year ( 919,916) Reversal of prior provisions ( 536,366)
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Share-based payments expense during the year 359,365 At December 31, 2023 415,573 Share options exercised during the period ( 183,112) Reversal of prior provisions ( 142,967) As at June 30, 2024 89,494 15 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 16 SHARE-BASED PAYMENTS (continued) Share options outstanding are the follows: (Unaudited) (Audited) June 30, 2024 December 31, 2023 Shares options Shares options Opening balance as of January 1, 732,513 1,070,999 Granted during the year - 217,001 Exercised during the year ( 169,548) ( 555,487) Ending shares option 562,965 732,513 The options are fair valued using Monte Carlo simulation. The following assumptions are used in calculating the fair values of the options: (Unaudited) (Audited) June 30, 2024 December 31, 2023 Expected weighted average volatility (%) 93% 130% Probability of no default 92% 92% Risk-free interest rate 4.38% 4.38% 17 TRADE AND OTHER PAYABLES (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD Trade payables (content and service providers) 10,901,087 10,194,121 Accrued content acquisition and royalty costs 6,353,327 6,130,829
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Other payables 1,569,884 5,752,008 Other accrued expenses 5,958,008 2,718,597 Withholding taxes payable 481,567 665,003 Social security and taxes payable 74,528 493,802 Deferred purchase price 250,000 250,000 25,588,401 26,204,360 16 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 18 AMOUNT DUE FROM/TO RELATED PARTIES Related parties represent associated companies, shareholders, directors and key management personnel of the Group, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group’ s management. 18.1 Related party balances Due from related parties: (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD (a) Affiliated companies: Du – UAE 352,996 69,517 Mobily – KSA 70,343 203,962 423,339 273,479 (b) Due from related parties: Maher Khawkhaji (General manager of Spotlight Recreational Services LLC) 56,746 73,482 Gulf DTH FZ LLC 876,984 - 933,730 73,482 1,357,069 346,961 Due to shareholders and related parties (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD (a) Due to shareholders Edgard Maroun 371,426 606,816 Elias Habib 262,149 490,681 633,575 1,097,497
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(b) Due to related parties: Gulf DTH FZ LLC 12,209,271 - 12,209,271 - 12,842,846 1,097,497 The above balances are interest free and have no fixed repayment terms. The amounts due to Gulf DTH LLC represent recharges for video content, shared employees cost and rent recharged to Anghami. 17 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 18 AMOUNT DUE FROM/TO RELATED PARTIES (continued) 18.2 Related party transactions Significant transactions with related parties included in the condensed interim consolidated statement of comprehensive income are as follows: For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Revenues from Du and Mobily 785,384 538,509 Fees paid to Du and Mobily (cost of revenue) ( 147,697) ( 125,788) Du and Mobily utilize their network to facilitate subscription payments for the Group’ s users. 18.3 Compensation of key management personnel of the Group For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Short term employee benefits 640,637 694,969 Post-employment pension and medical benefits 23,071 29,287 Termination benefits - 6,513 Total compensation of key management personnel of the Group 663,708 730,769 19 WARRANT LIABILITIES The warrants are initially recognized at fair value, and in subsequent periods measured at fair value through profit or loss with
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any changes in fair value recognized in profit or loss until the warrants are exercised, redeemed, or expire. The public warrants are listed on NASDAQ under the symbol “ANGHW”. Streaming entered into a warrant purchase agreement dated April 1, 2024 where Streaming has purchased an aggregate of 13,426,246 warrants at a purchase price of USD 0.0764 per warrant having a strike price of USD 11.50 each. As of June 30, 2024, and December 31, 2023, the Group has outstanding 10,000,000 public warrants, 14,146,246 private placement warrants and 152,800 service warrants. The carrying value the warrants as of June 30, 2024 is USD 1,942,282 (December 31, 2023: USD 1,137,946 ). The fair value change of the warrant liabilities recognized in the condensed interim consolidated statement of comprehensive income has an increase of USD 221,413 for the six-month period ended June 30, 2024 (decrease of USD 208,383 for the six-month period ended June 30, 2023). The warrants are fair valued using Black-Scholes model. The following assumptions are used in calculating the fair values of the warrants: (Unaudited) (Audited) June 30, 2024 December 31, 2023 V olatility 113% 130% Risk-free rate 3.794% 3.794% 18 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 20 CONTINGENCIES AND COMMITEMENTS 20.1 Contingencies There exist a few pending legal actions, proceedings, and claims or may be instituted or asserted against the Group. These may include but are not limited to matters arising out of alleged infringement of intellectual property; alleged violations of consumer regulations; employment-related matters; and disputes arising out of supplier and other contractual relationships. As a general matter, the music and other content made available on the Group’ s service are licensed to the Group by various third parties. Many of these licenses allow rights holders to audit the Group’ s royalty payments, and any such audit could result in disputes over whether the Group has paid the proper royalties. If such a dispute were to occur, the Group could be required to pay additional royalties, and the amounts involved could be material. The Group expenses legal fees as incurred. The Group records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Group’ s operations or its financial position, liquidity, or results of operations. Based on management assessment, currently there are no material cases, claims or proceedings of such quantum which require provision or disclosure as contingent liabilities. 20.2 Commitments The Group is subject to the following minimum guarantee amounts relating to investments in joint ventures and the content on
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its service and publishing rights, the majority of which relate to initial investments and minimum royalty payments associated with its license agreements for the use of licensed content and publishing royalties, as at: (Unaudited) (Audited) June 30, 2024 December 31, 2023 USD USD Less than one year 2,090,929 646,048 Later than one year but not more than 5 years 5,810,072 - In addition to the minimum guarantees listed above, the Group is subject to various service agreements including a service agreement with Amazon for the use of Amazon servers and cloud as at June 30, 2024. 19 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 21 LOSS PER SHARE The following table reflects the loss and share data used in the basic and diluted loss per share calculations: For the six-month period ended June 30 (Unaudited) (Unaudited) 2024 2023 USD USD Basic loss per share Net loss attributable to the equity holders of the Parent ( 27,666,386) ( 11,954,113) Shares used in computation: Weighted-average shares outstanding 48,258,290 26,005,564 Basic net loss per share attributable to equity holders of the Parent ( 0.57) ( 0.46) Diluted loss per share Net loss attributable to the equity holders of the Parent ( 27,666,386) ( 11,954,113) Shares used in computation: Weighted-average shares outstanding 48,258,290 26,005,564 Diluted net loss per share attributable to equity holders of the Parent ( 0.57) ( 0.46) There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these condensed interim consolidated financial statements. As the Group was loss-making in all periods presented in these condensed interim consolidated financial statements, potentially
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dilutive instruments all have an anti-dilutive impact and therefore have been excluded in the calculation of diluted weighted average number of ordinary shares outstanding. These instruments include certain outstanding warrants and share options and could potentially dilute earnings per share in the future. 22 FAIR V ALUES OF FINANCIAL INSTRUMENTS Financial instruments comprise financial assets and financial liabilities. Financial assets consist of cash and cash equivalents, trade receivables, contract assets and amount due from related party. Financial liabilities consist of trade payables, lease liability, overdrafts, convertibles notes, working capital loans and amount due to related party. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments 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. The Private Warrants were valued using Black Scholes Model and the Shared-Based Payments were valued using Montecarlo Simulation, which are both considered to be a Level 3 fair value measurement. The primary unobservable inputs utilized in determining the fair value of the derivatives warrant liabilities and Shared-Based Payments are the expected volatility of our ordinary shares and risk-free rate. 20 ANGHAMI INC. Notes to the condensed interim consolidated financial statements (continued) 23 RECLASSIFICATIONS Certain comparative figures have been reclassified in order to conform to the current year’ s presentation. The table below summarizes the significant reclassification for the line items affected in the consolidated statement of financial position and consolidated statement of comprehensive income: As previously reported Reclassification As reclassified USD USD USD Consolidated statement of comprehensive income Cost of revenue ( 15,854,798 ) 238,298 ( 15,616,500 ) Selling and marketing expenses ( 4,673,130) 36,020 ( 4,637,110) General and administrative expenses ( 9,090,300) ( 120,924) ( 9,211,224) Consultancy and professional fees ( 530,275) ( 208,607) ( 738,882)
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Finance costs ( 139,255) 55,213 ( 84,042) 24 SUBSEQUENT EVENTS On December 16, 2024, the Group issued to OSN streaming limited (“Streaming”); a senior unsecured convertible note in the principal amount of USD 12,000,000 , which is convertible into Group’ s ordinary shares, par value USD 0.0001 per share, subject to certain conditions and limitations set forth in the Convertible Note, between the Company and Streaming. The Convertible Note contains customary events of default, bears interest at a fixed rate of 11.0 % per annum, due and payable in full two years following the date on which the Convertible Note is deemed issued, unless earlier repurchased, converted or redeemed prior to such date in accordance with the applicable terms set forth in the Convertible Note. The Note Purchase Agreement also provides the Group with the right to purchase one or more additional senior unsecured convertible note up to an additional USD 43,000,000 principal amount of the Convertible Note within 18 months of the closing. As of the date of the sign off of these financial statements, OSN group has subscribed to the convertible loan program where USD 12,000,000 has been subsequently injected into Anghami. 21