Anghami (ANGH) 6-KCondensed Interim Consolidated Financial Statements

Exhibit 99.1

ANGHAMI INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 and 2023

ANGHAMI INC.

Condensed interim consolidated statement of comprehensive loss

The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.

ANGHAMI INC.

Condensed interim consolidated statement of financial position

The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.

ANGHAMI INC.

Condensed interim consolidated statement of changes in equity

The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.

ANGHAMI INC.

Condensed interim consolidated statement of cash flows

The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements

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 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.

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

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.

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:

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 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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Details of subsidiaries as at June 30, 2024 and December 31, 2023 were as follows:

The carrying amount of the Group’s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation.

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.

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.

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

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:

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (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:

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

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.

The property and equipment net book value consists of the following:

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).

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

The movement of intangible assets during the period is as follows:

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Amortization charged is allocated as follows:

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:

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (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:

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).

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Cash and cash equivalents reflected in the condensed interim consolidated statement of cash flows comprise the following statement of financial position amounts:

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.

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:

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Share options outstanding are the follows:

The options are fair valued using Monte Carlo simulation. The following assumptions are used in calculating the fair values of the options:

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

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.

Due from related parties:

Due to shareholders and related parties

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

Significant transactions with related parties included in the condensed interim consolidated statement of comprehensive income are as follows:

Du and Mobily utilize their network to facilitate subscription payments for the Group’s users.

The warrants are initially recognized at fair value, and in subsequent periods measured at fair value through profit or loss with 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:

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

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.

The Group is subject to the following minimum guarantee amounts relating to investments in joint ventures and the content on 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:

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

The following table reflects the loss and share data used in the basic and diluted loss per share calculations:

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 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.

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:

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.

ANGHAMI INC.

Notes to the condensed interim consolidated financial statements (continued)

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:

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.  

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