6-K
Anghami Inc (ANGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
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 2024
Commission File Number: 001-41263
Anghami Inc.
(Exact name of registrant as specified in itscharter)
16th Floor, Al-Khatem Tower, WeWork Hub71Abu 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, 2024 and 2023. |
| 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 20, 2024 | ANGHAMI INC. | |
|---|---|---|
| By: | /s/ Elias Habib | |
| Name: | Elias Habib | |
| Title: | Chief Executive Officer |
2
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<br> six-month period<br> ended June 30 | |||||
|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | ||||
| Note | 2024 | 2023 | |||
| Revenue | 4 | ||||
| Cost of revenue | 6 | ) | ) | ||
| Gross (loss)/ profit | ) | ||||
| 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 warrant liabilities | 19 | ) | |||
| Foreign exchange 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 | 21 | ) | ) |
All values are in US Dollars.
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, <br>2024 | December 31, 2023 | |||
| ASSETS | |||||
| Non-current assets | |||||
| Property and equipment | 9 | ||||
| Intangible assets | 10 | ||||
| Goodwill | 11 | ||||
| Investment in a joint venture | |||||
| Right-of-use assets | |||||
| Deferred tax assets | |||||
| Current assets | |||||
| Trade and other receivables | 12 | ||||
| Government grants | 13 | ||||
| Contract assets | |||||
| Amount due from related parties | 18 | ||||
| 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/ deficit attributed to equity holders of the Parent | ) | ||||
| Non-controlling interests | ) | ) | |||
| Total equity/ deficit | ) | ||||
| Non-current liabilities | |||||
| Provision for employees’ end-of-service benefits | |||||
| Lease liabilities | |||||
| Government grants | 13 | ||||
| Current liabilities | |||||
| Trade and other payables | 17 | ||||
| Government grants | 13 | ||||
| Contract liabilities | |||||
| Amount due to shareholders and related parties | 18 | ||||
| Warrant liabilities | 19 | ||||
| Income tax payable | |||||
| Bank overdrafts | 14 | ||||
| Lease liabilities | |||||
| Total liabilities | |||||
| TOTAL EQUITY AND LIABILITIES |
All values are in US Dollars.
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<br> payment<br> reserves | Accumulated<br> losses | Deficit/ equity<br> attributable to the<br> equity holders of<br> the Parent | Non-controlling<br> interest | Total<br> deficit/<br> equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At January 1, 2023 (Audited) | ) | ) | ) | ) | ||||||||
| Share-based payments | ) | ) | ) | |||||||||
| Total comprehensive loss | ) | ) | ) | ) | ||||||||
| At June 30, 2023 (Unaudited) | ) | ) | ) | ) | ||||||||
| At January 1, 2024 (Audited) | ) | ) | ) | ) | ||||||||
| Share-based payments (note 16) | ) | ) | ) | |||||||||
| Issuance of shares upon acquisition of assets (note 1) | ||||||||||||
| Total comprehensive loss | ) | ) | ) | |||||||||
| At June 30, 2024 (Unaudited) | ) | ) |
All values are in US Dollars.
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<br>ended June 30 | |||||
|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | ||||
| Note | 2024 | 2023 | |||
| 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 | ||||
| Gain from the termination of contract | 10 | ) | |||
| Finance costs | |||||
| Finance income | ) | ) | |||
| Provision for employees’ end of service benefits | |||||
| Change in fair value of warrant liabilities | 19 | ) | |||
| Reversal for share-based payments | 16 | ) | ) | ||
| Allowance for estimated credit loss | |||||
| Share of loss of a joint venture | |||||
| Taxes | |||||
| Government grants revenue | 13 | ) | ) | ||
| Write-off of intangible assets | |||||
| Liquidation of investment in a joint venture | |||||
| 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 from 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 | 10 | ) | ) | ||
| Net cash flows used in investing activities | ) | ) | |||
| FINANCING ACTIVITIES | |||||
| Payments of lease liabilities | ) | ) | |||
| 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/ (DECREASE) 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 | |||||
| Termination of outstanding payable in relation to written-off intangible assets | |||||
| Intangible assets recognized upon<br> acquisition of assets | 10 |
All values are in US Dollars.
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 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 |
| --- | --- |
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<br>that give it the current ability to direct the relevant activities of the investee), |
|---|---|
| Ø | Exposure, or rights, to variable returns from<br>its involvement with the investee, and |
| --- | --- |
| Ø | The ability to use its power over the investee<br>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<br>holders of the investee |
|---|---|
| Ø | Rights arising from other contractual arrangements |
| --- | --- |
| Ø | The Group’s voting rights and potential<br>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.
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 <br> June 30, 2024 | % of legal ownership December 31, 2023 | Country of<br> <br>Incorporation | Principal business<br> 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<br> six-month period<br> ended June 30 | ||
| --- | --- | --- |
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| Revenue from subscriptions | ||
| Revenue from advertisement (1) | ||
| Revenue from live events | ||
All values are in US Dollars.
| 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<br>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<br> ended June 30 | ||||
|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||
| 2024 | 2023 | |||
| 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 (loss)/ profit | ) | |||
| Consolidated | ||||
| Revenue | ||||
| Cost of revenue | ) | ) | ||
| Gross (loss)/ profit | ) |
All values are in US Dollars.
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<br> ended June 30 | ||||
|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||
| 2024 | 2023 | |||
| Segment gross (loss)/profit | ) | |||
| 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 warrant liabilities | ) | |||
| Foreign exchange loss, net | ) | ) | ||
| Loss before tax | ) | ) |
All values are in US Dollars.
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<br> ended June 30 | ||
|---|---|---|
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| KSA | ||
| UAE | ||
| Egypt | ||
| Kuwait | ||
| Qatar | ||
| Lebanon | ||
| Jordan | ||
| Morocco | ||
| Others* | ||
All values are in US Dollars.
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<br> ended June 30 | ||
| --- | --- | --- |
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| Content acquisition and royalty costs | ||
| Live events cost | ||
| Payment processing and agency fees | ||
| Technology infrastructure costs | ||
| Amortization of intangible assets (note 10) | ||
| Branded content | ||
| Online and other costs | ||
| Barter transaction cost | ||
All values are in US Dollars.
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 | |
|---|---|---|
| For the six-month period<br> ended June 30 | ||
| --- | --- | --- |
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| Marketing and branding expenses | ||
| Advertising expenses | ||
All values are in US Dollars.
| 8 | GENERAL AND ADMINISTRATIVE EXPENSES | |
|---|---|---|
| For the six-month period<br> ended June 30 | ||
| --- | --- | --- |
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| Salaries and other related benefits | ||
| Settlement fees* | ||
| Insurance expense | ||
| Provision for employees’ end of service benefit | ||
| Provision for expected credit losses | ||
| Depreciation of property and equipment (note 9) | ||
| Rent and related charges | ||
| Travel expenses | ||
| Utilities | ||
| Depreciation of rights-of-use assets | ||
| License fees | ||
| Taxes | ||
| Write-off receivables | ||
| Amortization of intangible assets (note 10) | ||
| Other expenses | ||
All values are in US Dollars.
10
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 8 | GENERAL AND ADMINISTRATIVE EXPENSES (continued) |
|---|---|
| * | The amount relates to settlement<br>agreement with content owner, related to differing opinions of both parties in reference to distribution of content for certain customers.<br>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.
| 9 | PROPERTY AND EQUIPMENT |
|---|
The property and equipment net book value consists of the following:
| (Unaudited) | (Audited) | |
|---|---|---|
| June 30, <br>2024 | December 31, <br>2023 | |
| General installations | ||
| Office and computer equipment | ||
| Furniture & fixtures | ||
All values are in US Dollars.
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 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | ||||||||||
| Cost: | ||||||||||
| At January 1, 2023 | ||||||||||
| Additions | ||||||||||
| Additions – internally developed | ||||||||||
| Contract termination* | ) | ) | ||||||||
| Transfers | ) | |||||||||
| At December 31, 2023 | ||||||||||
| Amortization: | ||||||||||
| At January 1, 2023 | ||||||||||
| Charge for the year | ||||||||||
| Contract termination* | ) | ) | ||||||||
| At December 31, 2023 | ||||||||||
| Net carrying amount: | ||||||||||
| At December 31, 2023 (Audited) | ||||||||||
| 2024 | ||||||||||
| Cost: | ||||||||||
| At January 1, 2024 | ||||||||||
| Additions | ||||||||||
| Additions – internally developed | ||||||||||
| Transfers | ) | |||||||||
| Write-off | ) | ) | ||||||||
| At June 30, 2024 | ||||||||||
| Amortization: | ||||||||||
| At January 1, 2024 | ||||||||||
| Charge for the period | ||||||||||
| At June 30, 2024 | ||||||||||
| Net carrying amount: | ||||||||||
| At June 30, 2024 (Unaudited) | **** | **** | **** |
All values are in US Dollars.
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:
| For the six-month period<br> ended June 30 | ||
|---|---|---|
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| Selling and marketing expenses | ||
| Cost of revenue (note 6) | ||
| General and administrative expenses (note 8) | ||
All values are in US Dollars.
| 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<br>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 RECEIVABLES | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| --- | --- | --- | --- | --- |
| June 30, <br>2024 | December 31, <br>2023 | |||
| Trade receivables | ||||
| Other receivables | ||||
| Advances paid for content and service providers | ||||
| Prepayments | ||||
| Other financial assets | ||||
| Allowance for estimated credit losses | ) | ) | ||
All values are in US Dollars.
13
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 12 | TRADE AND OTHER RECEIVABLES (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 <br>due nor | Past due but not impaired | |||||
|---|---|---|---|---|---|---|
| Total | impaired | 30-60 days | 60-90 days | 90-120 days | >120 days | |
| June 30, 2024 (Unaudited) | ||||||
| December 31, 2023 (Audited) |
All values are in US Dollars.
| 13 | GOVERNMENT GRANTS | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| --- | --- | --- | --- | --- |
| June 30,<br> 2024 | December 31, <br>2023 | |||
| At 1 January | ||||
| Received during the period | ) | ) | ||
| Amount recognized in the statement of profit or loss | ||||
All values are in US Dollars.
| (Unaudited) | (Audited) | |||
|---|---|---|---|---|
| June 30, <br>2024 | December 31, <br>2023 | |||
| Current assets | ||||
| Non-current liabilities | ) | ) | ||
| Current liabilities | ) | ) | ||
All values are in US Dollars.
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
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, <br>2024 | December 31, <br>2023 | June 30,<br> 2023 | ||||
| Cash on hand | ||||||
| Bank balances | ||||||
| Short term deposits (1) | ||||||
| Less: bank overdrafts (2) | ) | ) | ) | |||
| Cash and cash equivalents |
All values are in US Dollars.
| (1) | Short term deposits consist of fixed-term deposits with a 14 days maturity period with an interest rate<br>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 | ||
|---|---|---|
| As at January 1, 2023 | ||
| Share options exercised during the year | ) | |
| Reversal of prior provisions | ) | |
| Share-based payments expense during the year | ||
| At December 31, 2023 | ||
| Share options exercised during the period | ) | |
| Reversal of prior provisions | ) | |
| As at June 30, 2024 |
All values are in US Dollars.
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, <br><br>2024 | December 31, <br><br>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,<br><br> 2024 | December 31, <br><br>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 | |
| Trade payables (content and service providers) | ||
| Accrued content acquisition and royalty costs | ||
| Other payables | ||
| Other accrued expenses | ||
| Withholding taxes payable | ||
| Social security and taxes payable | ||
| Deferred purchase price | ||
All values are in US Dollars.
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, <br>2024 | December 31, <br>2023 | |
| (a) Affiliated companies: | ||
| Du – UAE | ||
| Mobily – KSA | ||
All values are in US Dollars.
| (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 | |
| (a) Due to shareholders | ||
| Edgard Maroun | ||
| Elias Habib | ||
All values are in US Dollars.
| (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<br> ended June 30 | ||||
|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||
| 2024 | 2023 | |||
| Revenues from Du and Mobily | ||||
| Fees paid to Du and Mobily (cost of revenue) | ) | ) |
All values are in US Dollars.
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<br> ended June 30 | ||
| --- | --- | --- |
| (Unaudited) | (Unaudited) | |
| 2024 | 2023 | |
| Short term employee benefits | ||
| Post-employment pension and medical benefits | ||
| Termination benefits | ||
| Total compensation of key management personnel of the Group |
All values are in US Dollars.
| 19 | WARRANT LIABILITIES |
|---|
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:
| (Unaudited) | (Audited) | |||||
|---|---|---|---|---|---|---|
| June 30, <br><br>2024 | December 31, <br><br>2023 | |||||
| Volatility | 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 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, <br>2024 | December 31, <br>2023 | |
| Less than one year | ||
| Later than one year but not more than 5 years |
All values are in US Dollars.
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<br> ended June 30 | ||||
|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||
| 2024 | 2023 | |||
| Basic 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 | ) | ) | ||
| Diluted loss per share | ||||
| Net loss attributable to the equity holders of the Parent | ) | ) | ||
| Shares used in computation: | ||||
| Weighted-average shares outstanding | ||||
| Diluted net loss per share attributable to equity holders of the Parent | ) | ) |
All values are in US Dollars.
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.
| 22 | 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<br>effect on the recorded fair value are observable, either directly or indirectly. |
| --- | --- |
| Level 3: | techniques which use inputs which have a significant effect<br>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 | ||||
|---|---|---|---|---|---|---|
| Consolidated statement of comprehensive income | ||||||
| Cost of revenue | (15,854,798) | 238,298 | (15,616,500) | |||
| Selling and marketing expenses | ) | ) | ||||
| General and administrative expenses | ) | ) | ) | |||
| Consultancy and professional fees | ) | ) | ) | |||
| Finance costs | ) | ) |
All values are in US Dollars.
| 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