ANGH 6-K
Anghami Inc (ANGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December
Commission File Number:
(Exact name of registrant as specified in its charter)
16th Floor, Al-Khatem Tower, WeWork Hub71
Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Condensed Consolidated Unaudited Interim Financial Statements as of and for the six-month periods ended June 30, 2025 and 2024. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: December 30, 2025 | ANGHAMI INC. | |
| By: | /s/ Elias Habib | |
| Name: | Elias Habib | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
ANGHAMI INC.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD
January 1 - June 30, 2025 and 2024
ANGHAMI INC.
Condensed interim consolidated statement of comprehensive loss
| For the
six-month period ended June 30 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Note | 2025 | 2024 | ||||||||
| USD | USD | |||||||||
| Revenue | 4 | |||||||||
| Cost of revenue | 6 | ( | ) | ( | ) | |||||
| Gross loss | ( | ) | ( | ) | ||||||
| Selling and marketing expenses | 7 | ( | ) | ( | ) | |||||
| General and administrative expenses | 8 | ( | ) | ( | ) | |||||
| Consultancy and professional fees | ( | ) | ( | ) | ||||||
| Government grants | 13 | |||||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Finance costs | ( | ) | ( | ) | ||||||
| Finance income | ||||||||||
| Other income | ||||||||||
| Impairment of goodwill | 11 | ( | ) | |||||||
| Share of loss of a joint venture | ( | ) | ||||||||
| Fair value change of derivative liability | 18 | |||||||||
| Fair value change of warrant liabilities | 20 | |||||||||
| Foreign exchange gain/ (loss), net | ( | ) | ||||||||
| Loss before tax | ( | ) | ( | ) | ||||||
| Income tax expense | ( | ) | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | ( | ) | ( | ) | ||||||
| Attributable to: | ||||||||||
| Equity holders of the Parent | ( | ) | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||||
| ( | ) | ( | ) | |||||||
| Basic and diluted loss per share attributable to equity holders of the Parent | 22 | ( | ) | ( | ) | |||||
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, 2025 | December 31, 2024 | ||||||||||
| USD | USD | |||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment | 9 | |||||||||||
| Intangible assets | 10 | |||||||||||
| Right-of-use assets | ||||||||||||
| Deferred tax assets | ||||||||||||
| Current assets | ||||||||||||
| Trade and other receivables | 12 | |||||||||||
| Contract assets | ||||||||||||
| Government grants | 13 | |||||||||||
| Amount due from related parties | 19 | |||||||||||
| Cash and bank balances | 14 | |||||||||||
| TOTAL ASSETS | ||||||||||||
| EQUITY AND LIABILITIES | ||||||||||||
| Equity | ||||||||||||
| Share capital | 15 | |||||||||||
| Share premium | 15 | |||||||||||
| Share-based payment reserves | 16 | |||||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||||
| Equity attributed to equity holders of the Parent | ||||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||
| Non-current liabilities | ||||||||||||
| Provision for employees’ end-of-service benefits | ||||||||||||
| Lease liabilities | ||||||||||||
| Convertible notes | 18 | |||||||||||
| Derivative liability | 18 | |||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 17 | |||||||||||
| Government grants | 13 | |||||||||||
| Contract liabilities | ||||||||||||
| Amount due to shareholders and related parties | 19 | |||||||||||
| Warrant liabilities | 20 | |||||||||||
| Income tax payable | ||||||||||||
| Bank overdrafts | 14 | |||||||||||
| Lease liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| TOTAL EQUITY AND LIABILITIES | ||||||||||||
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 | Equity attributable to the equity holders of the Parent | Non-controlling interest | Total equity | ||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||
| At January 1, 2024 (Audited) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Exercise of share-based options (note 16) | ( | ) | ||||||||||||||||||||||||||
| Reversal of share-based payment provision (note 16) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares upon acquisition of assets (note 1) | ||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| At June 30, 2024 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
| At January 1, 2025 (Audited) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Exercise of share-based options (note 16) | ( | ) | ||||||||||||||||||||||||||
| Reversal of share-based payment provision (note 16) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| At June 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
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 | 2025 | 2024 | ||||||||||
| USD | USD | |||||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Loss for the period | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||
| Depreciation of property and equipment | 9 | |||||||||||
| Depreciation of right-of-use assets | ||||||||||||
| Amortization of intangible assets | 10 | |||||||||||
| Finance costs | ||||||||||||
| Finance income | ( | ) | ( | ) | ||||||||
| Provision for employees’ end of service benefits | ||||||||||||
| Change in fair value of warrant liabilities | 20 | ( | ) | ( | ) | |||||||
| Reversal for share-based payments | 16 | ( | ) | ( | ) | |||||||
| Allowance for estimated credit loss | ||||||||||||
| Share of loss of a joint venture | ||||||||||||
| Deferred tax assets credit | ( | ) | ||||||||||
| Government grants revenue | 13 | ( | ) | ( | ) | |||||||
| Write-off of intangible assets | ||||||||||||
| Liquidation of investment in a joint venture | ||||||||||||
| Fair value change of derivative liability | 18 | ( | ) | |||||||||
| Impairment of goodwill | ||||||||||||
| ( | ) | ( | ) | |||||||||
| Working capital changes: | ||||||||||||
| Trade and other receivables | ( | ) | ( | ) | ||||||||
| Amount due from related parties | ( | ) | ||||||||||
| Contract assets | ( | ) | ( | ) | ||||||||
| Trade and other payables | ( | ) | ||||||||||
| Contract liabilities | ( | ) | ||||||||||
| Amount due to shareholders and related parties | ||||||||||||
| Cash flow used in operations | ( | ) | ( | ) | ||||||||
| Income tax paid | ( | ) | ( | ) | ||||||||
| End of service benefits paid | ( | ) | ( | ) | ||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||||||
| Additions of intangible assets | ( | ) | ( | ) | ||||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||||||
| FINANCING ACTIVITIES | ||||||||||||
| Payments of lease liabilities | ( | ) | ( | ) | ||||||||
| Proceeds from convertible loans | ||||||||||||
| Proceeds from acquisition of assets | 1 | |||||||||||
| Receipt of government grants | 13 | |||||||||||
| Proceeds from issuance of private warrants | ||||||||||||
| Finance costs paid | ( | ) | ( | ) | ||||||||
| Finance income received | ||||||||||||
| Net cash flows from financing activities | ||||||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||||||
| Cash and cash equivalents at January 1 | ||||||||||||
| CASH AND CASH EQUIVALENTS AT PERIOD END | 14 | |||||||||||
| Supplementary cash flow information on non-cash investing and financing activities | ||||||||||||
| Addition of long-term lease | ||||||||||||
| Intangible assets recognized upon acquisition of assets 10 | 10 | |||||||||||
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”, the “Parent” or “Anghami”), 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, live events, movies and series. 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 1, 2024, OSN Streaming Limited (“OSN
Streaming”), the region’s leading streaming platform “OSN+” for premium video content, and Anghami Inc. announced
a deal. The deal materialized through transfer of OSN+ asset to Anghami for a total consideration of USD
The transaction has resulted in the issuance of
Reverse stock split
Effective August 1, 2025, the Group implemented
a one-for-ten reverse stock split of its Ordinary Shares. Although the reverse stock split occurred subsequent to the reporting period,
the Group has retrospectively adjusted all share and per-share information presented in these condensed interim consolidated financial
statements to reflect the impact of the reverse stock split. Further, the par value of Ordinary Share was changed from USD
5
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 2 | GOING CONCERN |
For the period ended June 30, 2025, the Group incurred a net loss of
USD
On July 25, 2025, the Group utilized
an additional USD
Despite these developments, material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern for at least twelve months from the date of issuance of these condensed interim consolidated financial statements. OSN Streaming Limited, the Parent Company, has provided a letter of support confirming its commitment to continue financial support to Anghami for the next twelve months from the date of approval of these financial statements.
Accordingly, these condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes the Group will continue operations and secure necessary funding. No adjustments have been made to the carrying amounts or classification of assets and liabilities that might be required should the Group be unable to continue as a going concern.
| 3 | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Basis of preparation |
These condensed interim consolidated financial statements are for the six-month periods ended June 30, 2025 and 2024 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, 2024. 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.
| 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.
6
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 3 | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
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 loss 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.
Details of subsidiaries as at June 30, 2025 and December 31, 2024 were as follows:
| Subsidiaries | % of legal ownership June 30, 2025 | % of legal ownership December 31, 2024 | Country of Incorporation | Principal business activities | ||||||||
| Anghami Cayman | % | % | ||||||||||
| Anghami Technologies Ltd | % | % | ||||||||||
| Spotlight Recreational Services LLC | % | % | ||||||||||
| Anghami FZ LLC | % | % | ||||||||||
| Digimusic SAL Offshore | % | % | ||||||||||
| Anghami KSA | % | % | ||||||||||
| Anghami for Digital Content | % | % | ||||||||||
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 |
An amended standard related to lack of exchangeability (amendment to IAS 21) 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.
7
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 3 | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
| 3.4 | Accounting policies |
The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended June 30, 2025 are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2024.
| 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, 2025 and 2024, 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, 2024.
| 4 | REVENUE |
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Revenue from subscriptions | ||||||||
| Revenue from advertisement | ||||||||
| Revenue from live events | ||||||||
| Goods and services transferred at a point in time (1) | ||||||||
| Goods and services transferred over time (1) | ||||||||
| (1) |
The table below presents the amounts as previously reported prior to reclassification:
| As previously reported | Reclassification | As reclassified | ||||||||||
| USD | USD | USD | ||||||||||
| Revenue | ||||||||||||
| Goods and services transferred at a point in time | ( | ) | ||||||||||
| Goods and services transferred over time | ||||||||||||
8
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 5 | SEGMENT INFORMATION |
The Group has
Key financial performance measures of the segments including revenue, cost of revenue, and gross profit/(loss) are as follows:
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Revenue from subscription segment | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
| Revenue from advertisement segment | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Revenue from live events segment | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit/ (loss) | ( | ) | ||||||
| Consolidated | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
9
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.
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Segment gross loss | ( | ) | ( | ) | ||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Consultancy and professional fees | ( | ) | ( | ) | ||||
| Government grants | ||||||||
| Finance costs | ( | ) | ( | ) | ||||
| Finance income | ||||||||
| Other income | ||||||||
| Impairment of goodwill | ( | ) | ||||||
| Share of loss of a joint venture | ( | ) | ||||||
| Fair value change of embedded derivatives | ||||||||
| Fair value change of warrant liabilities | ||||||||
| Foreign exchange loss, net | ( | ) | ||||||
| Loss before tax | ( | ) | ( | ) | ||||
Revenue by market
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| KSA | ||||||||
| UAE | ||||||||
| Egypt | ||||||||
| Kuwait | ||||||||
| Qatar | ||||||||
| Lebanon | ||||||||
| Jordan | ||||||||
| Morocco | ||||||||
| Others* | ||||||||
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.
| * |
10
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) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Content acquisition and royalty costs | ||||||||
| Payment processing and agency fees | ||||||||
| Amortization of intangible assets (note 10) | ||||||||
| Technology infrastructure costs | ||||||||
| Live events cost | ||||||||
| Branded content | ||||||||
| Barter transaction cost | ||||||||
| Online and other costs | ||||||||
| 7 | SELLING AND MARKETING EXPENSES |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Marketing and branding expenses | ||||||||
| Advertising expenses | ||||||||
| 8 | GENERAL AND ADMINISTRATIVE EXPENSES |
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Salaries and other related benefits | ||||||||
| Insurance expense | ||||||||
| Provision for employees’ end of service benefit | ||||||||
| Rent and related charges | ||||||||
| Depreciation of property and equipment (note 9) | ||||||||
| License fees | ||||||||
| Provision for expected credit losses | ||||||||
| Travel expenses | ||||||||
| Other expenses | ||||||||
| Utilities | ||||||||
| Depreciation of rights-of-use assets | ||||||||
| Write-off receivables | ||||||||
| Amortization of intangible assets (note 10) | ||||||||
11
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 9 | PROPERTY AND EQUIPMENT |
The property and equipment net book value consists of the following:
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| General installations | ||||||||
| Office and computer equipment | ||||||||
| Furniture & fixtures | ||||||||
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, 2025 was USD
| 10 | INTANGIBLE ASSETS |
The property and equipment net book value consists of the following:
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Brand | ||||||||
| Subscribers relationship | ||||||||
| Application development | ||||||||
| Originals, sessions and series | ||||||||
| Other intangibles | ||||||||
| Work in Progress | ||||||||
Work in progress represents costs incurred in relation to internally produced originals, sessions and series which are not yet released as well as software being developed by a third party.
On April 1, 2024 Anghami acquired the brand and
subscribers relationship of OSN+ from OSN Streaming for USD
Amortization charged is allocated as follows:
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Cost of revenue (note 6) | ||||||||
| General and administrative expenses (note 8) | ||||||||
12
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 11 | GOODWILL |
On June 3, 2022, the Group acquired
During the year ended December 31, 2024, in conjunction with the resignation of Spotlight’s General Manager, management performed an impairment test on the goodwill associated with the business. Based on this assessment, management determined that the goodwill was impaired and therefore wrote off the entire goodwill balance.
| 12 | TRADE AND OTHER RECEIVABLES |
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Advances paid for content and service providers | ||||||||
| Prepayments | ||||||||
| Other financial assets | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
Trade receivables are non-interest bearing and
are generally on terms of
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, 2025 and December 31, 2024, 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, 2025 (Unaudited) | ||||||||||||||||||||||||
| December 31, 2024 (Audited) | ||||||||||||||||||||||||
13
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 13 | GOVERNMENT GRANTS |
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| At 1 January | ||||||||
| Received during the period/year | ( | ) | ( | ) | ||||
| Amount recognized in the statement of comprehensive loss | ||||||||
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Current assets | ||||||||
| Current liabilities | ( | ) | ( | ) | ||||
The government
grants receivable are due from governmental entities not yet claimed by the Group. The government grants revenue recognized in the condensed
interim consolidated statement of comprehensive loss for the six-month period ended June 30, 2025 was USD
| 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, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||
| USD | USD | USD | ||||||||||
| Cash on hand | ||||||||||||
| Bank balances | ||||||||||||
| Short term deposits (1) | ||||||||||||
| Less: bank overdrafts (2) | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents | ||||||||||||
| (1) |
| (2) |
14
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 15 | ISSUED CAPITAL AND RESERVES |
On April 1, 2024, Anghami Inc. has entered into
an asset acquisition transaction with OSN Streaming resulting in the issuance of
As of June 30, 2025 and December 31, 2024, the
Group has authorised
As of June 30, 2025, the Group has
As of December 31, 2024, the Group had
| 16 | SHARE-BASED PAYMENTS |
At June 30, 2025, the employee share-based payment
reserve balance is USD
The movement of share-based payment reserves during the year is as follows:
| Amount | ||||
| USD | ||||
| As at January 1, 2024 | ||||
| Share options exercised during the year | ( | ) | ||
| Reversal of prior provisions | ( | ) | ||
| At December 31, 2024 | ||||
| Share options exercised during the period | ( | ) | ||
| Reversal of prior provisions | ( | ) | ||
| As at June 30, 2025 | ||||
Share options outstanding are the following:
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Shares options | Shares options | |||||||
| Opening balance as of January 1, | ||||||||
| Exercised during the year | ( | ) | ( | ) | ||||
| Ending shares option | ||||||||
The options
are fair valued using Monte Carlo simulation model.
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Expected weighted average volatility (%) | % | % | ||||||
| Probability of no default | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
15
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 17 | TRADE AND OTHER PAYABLES |
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Trade payables (content and service providers) | ||||||||
| Accrued content acquisition and royalty costs | ||||||||
| Other accrued expenses | ||||||||
| Withholding taxes payable | ||||||||
| Other payables | ||||||||
| Deferred purchase price | ||||||||
| Social security and taxes payable | ||||||||
| 18 | CONVERTIBLE NOTES |
On December 16, 2024, the Group issued to OSN
Streaming; a senior unsecured convertible note in the principal amount of USD
The table below presents the changes in the convertible notes:
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| At January 1 | ||||||||
| Additions – convertible notes | ||||||||
| Interest accrued | ||||||||
| At December 31 | ||||||||
Management has assessed the terms of the Convertible Notes in accordance with IAS 32 – Financial Instruments: Presentation and has determined that the conversion feature embedded within the note meets the definition of a derivative financial instrument. The embedded derivative is not considered to be closely related to the host debt instrument and, as such, has been bifurcated and recognized separately in the balance sheet at fair value.
As at the reporting date, the fair value of the
embedded derivative has been determined by management to be USD
Subsequent changes in the fair value of the embedded derivative will be recognized through the statement of comprehensive profit or loss.
16
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 19 | 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.
| 19.1 | Related party balances |
Due from related parties:
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| (a) Affiliated companies: | ||||||||
| Emirates Integrated Telecommunications Company P.J.S.C. | ||||||||
| Etihad Etisalat Company | ||||||||
| (b) Entity under common control: | ||||||||
| Gulf DTH FZ LLC | ||||||||
Due to shareholders and related parties
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| (a) Due to key management personnel: | ||||||||
| Edgard Maroun | ||||||||
| Elias Habib | ||||||||
| (b) Entity under common control: | ||||||||
| Gulf DTH FZ LLC | ||||||||
The above balances are interest-free and have no fixed repayment terms.
The amounts due to and due from Gulf DTH FZ LLC represent recharges for video content, shared employees cost and rent recharged to and from the Group.
17
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 19 | RELATED PARTIES (continued) |
| 19.2 | Related party transactions |
Significant transactions with related parties included in the condensed interim consolidated statement of comprehensive loss are as follows:
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Affiliated companies | ||||||||
| Revenues | ||||||||
| Agency fees | ( | ) | ( | ) | ||||
| Parent Company | ||||||||
| Interest on convertible loans | ( | ) | ||||||
| Entity under common control | ||||||||
| Content recharge expenses | ( | ) | ( | ) | ||||
| Marketing recharge expenses | ( | ) | ( | ) | ||||
| Shared resources recharge expenses, net | ( | ) | ( | ) | ||||
| Revenues | ||||||||
| 19.3 |
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Short-term employee benefits | ||||||||
| Post-employment pension and medical benefits | ||||||||
| 20 | WARRANT LIABILITIES |
As of June 30, 2025, and December 31, 2024, the
Group has outstanding
The fair value change of the warrant liabilities
recognized in the condensed interim consolidated statement of comprehensive loss has a decrease of USD
The private 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, 2025 | December 31, 2024 | |||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
18
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 21 | CONTINGENCIES AND COMMITEMENTS |
| 21.1 | Contingencies |
There exist a few pending legal actions, proceedings, and claims that 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.
| 21.2 | Commitments |
The Group is subject to the following minimum guarantee amounts relating to 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:
| (Unaudited) | (Audited) | |||||||
| June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Less than one year | ||||||||
| Later than one year but not more than 5 years | ||||||||
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, 2025.
| 22 | 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 and Restated) | |||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Basic and diluted loss per share | ||||||||
| Net loss attributable to the equity holders of the Parent | ( | ) | ( | ) | ||||
| Shares used in computation: | ||||||||
| Weighted-average shares outstanding | ||||||||
| Basic net loss per share attributable to equity holders of the Parent | ( | ) | ( | ) | ||||
As the Group is loss-making in all periods presented in these condensed interim consolidated financial statements, potentially dilutive instruments will 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, share options and convertible notes and could potentially dilute earnings per share in the future.
19
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 22 | LOSS PER SHARE (continued) |
Effective August 1, 2025, the Group implemented
a
In accordance with IAS 33 Earnings per Share, the number of shares and related per-share amounts (including loss per share) presented in these condensed interim consolidated financial statements have been retrospectively adjusted for all periods presented to reflect the reverse share split.
Impact on Loss Per Share
| Period ended | (Restated reported) | (Previously reported) | ||||||
| Six months ended June 30, 2025: | ||||||||
| Net loss attributable to the equity holders of the Parent | ( | ) | ( | ) | ||||
| Shares used in computation: | ||||||||
| Basic net loss per share attributable to equity holders of the Parent | ( | ) | ( | ) | ||||
| Six months ended June 30, 2024: | ||||||||
| Net loss attributable to the equity holders of the Parent | ( | ) | ( | ) | ||||
| Shares used in computation: | ||||||||
| Basic net loss per share attributable to equity holders of the Parent | ( | ) | ( | ) | ||||
| 23 | FAIR VALUES 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 and derivative liabilities were valued using the Black-Scholes model, with key assumptions including the risk-free interest rate and expected volatility. The share-based payments were valued using a Monte Carlo simulation, based on key assumptions such as the expected weighted-average volatility, the probability of no default, and the risk-free interest rate.
All instruments are classified as Level 3 fair value measurements. The primary unobservable inputs used in determining the fair value of the derivative liability, warrant liabilities, and share-based payments are the expected volatility of the Company’s ordinary shares and the risk-free interest rate
| 24 | SUBSEQUENT EVENTS |
In July 2025, the Group withdrew the remaining
tranche under the Note Purchase Agreement with OSN Streaming, amounting to USD
On December 15, 2025, OSN Streaming converted
its senior unsecured convertible notes into Ordinary Shares of Anghami Inc. This action followed a Notice of Intention provided on October
14, 2025. The total amount converted was the original principal of USD
Effective August 1, 2025, the Group implemented
a one-for-ten reverse stock split of its Ordinary Shares. Unless the context expressly dictates otherwise, all references to share and
per share amounts referred to in these condensed interim consolidated financial statements give effect to the reverse stock split. Further,
the par value of each share was changed from USD
20