Anghami Inc 20-F for FY2024
Anghami Inc (ANGH)
About this 20-F
Anghami Inc filed this 20-F on April 30, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $78.09M
- up 88.7% from $41.38M a year earlier
- Net loss
- $63.55M
- compared with a net loss of $15.81M a year earlier
- Diluted EPS
- -$1.10
- compared with -$0.60 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year
ended
OR
OR
Commission file number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Executive Officer
Telephone:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The | ||||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by this annual report.
Outstanding as of December 31, 2024:
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes ☐
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Emerging growth company |
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange
Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | Other ☐ | |||||||
| by the International Accounting Standards Board | ☒ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
i
Certain Defined Terms
In this report, unless the context otherwise requires, references to “Company,” “we,” “us,” “our,” and “Anghami” refer to Anghami Inc. and its direct and indirect subsidiaries on a consolidated basis.
Note on Presentation
Presentation of Financial Information
In accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), we prepare our consolidated financial statements on a historical cost basis, except for certain convertible notes, employees’ share based payment and warrants which have been measured at fair value, and lease liabilities, which have been measured at present value.
Rounding
Certain monetary amounts, percentages, and other figures included in this report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
ii
PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this annual report and include statements regarding our intentions, beliefs or current expectations. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Anghami Inc. Factors that may impact such forward-looking statements include:
| ● | our ability to attract prospective users and to retain existing users; |
| ● | competition for users, user listening time, user video streaming time, and advertisers; |
| ● | risks associated with our expansion and our ability to manage our growth; |
| ● | our ability to predict, recommend, and play content that our users enjoy; |
| ● | our ability to effectively monetize the platform; |
| ● | our ability to generate sufficient revenue to be profitable or to generate positive cash flow and grow on a sustained basis; |
| ● | risks associated with the expansion of our operations including increased business, legal, financial, reputational, and competitive risks; |
| ● | potential disputes or liabilities associated with content made available on our platform; |
| ● | risks relating to the acquisition, investment, and disposition of companies or technologies; |
| ● | our dependence upon third-party licenses for most of the content we stream; |
| ● | our lack of control over the providers of our content and their effect on our access to music, video and other content; |
| ● | our ability to comply with the many complex license agreements to which we are a party; |
| ● | our ability to accurately estimate the amounts payable in relation to music content and royalty cost under our license agreements; |
| ● | operational limitations due to the minimum guarantees required under certain of our music license agreements; |
| ● | our ability to obtain accurate and comprehensive information about the compositions embodied in sound recordings in order to obtain necessary licenses or perform obligations under our existing license agreements; |
| ● | new copyright legislation and related regulations that may increase the cost and/or difficulty of music licensing; |
| ● | assertions by third parties of infringement or other violations by us of their intellectual property rights; |
| ● | our ability to protect our intellectual property; |
| ● | dependence of streaming on operating systems, online platforms, hardware, networks, regulations, and standards that we do not control; |
| ● | potential breaches of our security systems; |
| ● | interruptions, delays, or discontinuations in service in our systems or systems of third parties; |
| ● | changes in laws or regulations affecting us; |
1
| ● | risks relating to privacy and data security; |
| ● | our ability to maintain, protect, and enhance our brand; |
| ● | payment-related risks; |
| ● | our ability to hire and retain key personnel; |
| ● | our ability to accurately estimate our user metrics and other estimates; |
| ● | risks associated with manipulation of stream counts and user accounts and unauthorized access to our services; |
| ● | tax-related risks; |
| ● | the concentration of voting power among our founders who have and will continue to have substantial control over our business; |
| ● | risks related to our status as a foreign private issuer; |
| ● | international, national or local economic, social or political conditions; |
| ● | risks associated with accounting estimates, currency fluctuations and foreign exchange controls; and |
| ● | impact of regional currency devaluation on our financial performance. |
Other sections of this annual report describe additional risk factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We qualify all of our forward-looking statements by these cautionary statements. See “Item 3.D. Risk Factors.”
Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this annual report and the items that we have filed as exhibits to this report with the understanding that our actual results may be materially different from our expectations.
2
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Reserved
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
An investment in our ordinary shares and warrants involves a high degree of risk. You should carefully read and consider the following risks, along with the other information included in this annual report on Form 20-F. The risks described below may not be the only ones we face. If any of the risks actually occur, our business, results of operations, financial condition, and cash flow could be materially impaired. The trading price of our ordinary and warrants shares could decline due to any of these risks, and you could lose all or part of your investment. The risks described below are organized by risk type and are not listed in order of their priority to us.
Summary of Risk Factors
Risks Related to Our Business Model, Strategy, and Performance
| ● | We face significant competition that may impact our ability to attract, retain, and monetize users effectively. |
| ● | Our focus on innovation and long-term user engagement may not align with short-term market expectations. |
| ● | Inability to prove the value of our ad offerings may harm advertising revenue and hinder growth. |
| ● | We may face legal disputes or liabilities related to content on our platform. |
| ● | Key content providers can unilaterally impact our access to music, video, and other media. |
| ● | Complex license agreements and royalty structures make payment forecasting and compliance difficult. |
3
| ● | Revenue share deals with telcos involve technical integrations and delayed credit terms, which may strain scalability and cash flow. |
| ● | Service interruptions from internal or third-party systems could disrupt operations. |
| ● | Compliance with evolving copyright, privacy, and data regulations may raise legal and operational costs. |
| ● | Other risks include brand protection, payment processing, result volatility, internal control deficiencies, limited capital, macroeconomic shifts, currency fluctuations, and ongoing losses due to content guarantees and acquisition costs. |
Risks Related to Intellectual Property
| ● | Third-party claims of intellectual property infringement or missing content/publishing licenses could materially harm our business, results, and financial condition. |
| ● | Inaccuracies in user metrics, or the perception of unreliable data, could negatively impact our reputation and operations. |
| ● | Attempts to manipulate stream counts or gain unauthorized access to platform features may undermine investor confidence and platform integrity. |
Risks Related to Our Operations
| ● | Limited access to additional capital may restrict our ability to fund operations and growth, while undetected bugs or vulnerabilities in our products could damage our reputation and business. |
| ● | Compliance with complex and evolving data privacy and security regulations may expose us to legal risks, increase costs, and impact our financial performance. |
Risks Related to Tax
| ● | Complex and evolving tax regimes, audits, or legal changes—especially around digital taxation—could adversely impact our business, results, and financial condition. |
4
Risks Related to Doing Business in Jurisdictions in Which We Operate
| ● | Geopolitical instability and economic uncertainty in the MENA region and broader Middle East may adversely affect our business operations and outlook. |
Risks Related to Owning Our Securities
| ● | Our share price may remain volatile, and we do not anticipate paying cash dividends in the foreseeable future. |
Risks Related to Our Status as a Foreign Private Issuer and a Controlled Company
| ● | As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules promulgated thereunder and the rights of our shareholders may differ from those of shareholders of a U.S. corporation. |
| ● | We are organized under the laws of Cayman Islands and our assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring original actions against us or the members of our board of directors in the United States. |
Risks Related to Our Business Model, Strategy, and Performance
If our efforts to attract prospective users, retain existing users, and effectively monetize our products and services are not successful, our growth prospects and revenue will be adversely affected.
Our ability to grow our business and generate revenue depends on retaining, expanding, and effectively monetizing our total user base, including by increasing the number of Premium subscribers and the number of users on our free (“Ad-Supported”) service and finding ways to monetize content across the Anghami and OSN+ platforms. We must convince prospective users of the benefits of our platforms and our existing users of the continuing value of our platforms. Our ability to attract new Anghami and OSN+ users, retain existing users, and convert Anghami Ad-Supported Free service users to Premium subscribers depends in large part on our ability to continue to offer exceptional technologies and products, compelling content, superior functionality, and an engaging user experience. As consumer tastes and preferences change on the internet and with mobile devices and other internet-connected products, we will need to enhance and improve our existing service, introduce new features, and maintain our competitive position with additional technological advances and adaptable platforms. If we fail to keep pace with technological advances or fail to offer compelling product offerings and state-of-the-art delivery platforms to meet consumer demands, our ability to grow or sustain the reach of our service, attract and retain users, and increase Premium subscribers may be adversely affected.
In addition, in order to increase advertising revenue, we also seek to increase the music listening time of our Anghami Ad-Supported Free service users and the watching time of our OSN+ Standard with Ads service subscribers. The more content we stream, the more advertising inventory we will have to sell. Generally, any increase in active streaming user base increases the size and scope of user pools targeted by advertisers, which improves our ability to deliver relevant advertising to those users in a manner that maximizes our advertising customers’ return on investment. This, in turn, illustrates the effectiveness of our advertising solutions and justifies our pricing structure. If we fail to grow our active streaming user base on Ad-Supported plans, the amount of content streamed, and the listening and watching time spent by these users, we may be unable to grow revenue from advertisement. Moreover, since we primarily source Anghami Premium subscribers from the conversion of our Anghami Ad-Supported Free service users, any failure to grow the Anghami Ad-Supported Free service user base or convert them to Premium subscribers may negatively impact our revenue.
5
We face significant competition from companies that operate in the steaming video-based industry and entertainment video business generally and we compete with these companies for users, content providers and advertisers.
We face significant competition primarily from companies that operate in the streaming video-based industry and entertainment video business generally. Through new and existing distribution channels, consumers have increasing options to access entertainment video. Our competitors may compete with us in a variety of ways, including by obtaining exclusive distribution rights for popular content, conducting brand promotions and other marketing activities, and making acquisitions. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. Some competitors charge nominal or no fees for access to their content, which could adversely affect demand for our Premium (4K) service. All of these have the potential to capture meaningful segments of the entertainment video market. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet based e-commerce or entertainment video providers are increasing their streaming video offerings. Many of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content, large content libraries, and significantly greater financial resources than we do, and in turn may be able to attract and retain more users, content partners and advertisers. Additionally, the traditional provider industry experiences consolidation and convergence, which has created competitors with greater scale and multiple product/service offerings. Our competitors may have more successfully marketed and promoted their programming packages and value-added services and may also be better equipped and have greater resources to increase their programming offerings and value-added services to respond to increasing consumer demand. We may be requited to make substantial additional investments in infrastructure to respond to competitive pressure to deliver enhanced programming and other value-added services, and there can be no assurance that we will be able to compete effectively with offerings from our competitors. If we are unable to successfully or profitably compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability.
Further, this increasingly competitive environment may require us to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn. Increasingly, we must seek to attract a greater proportion of new subscribers from our competitors’ existing subscriber bases rather than from first-time purchasers of video streaming services. In addition, because our competitors may be seeking to attract a greater proportion of their new subscribers from our existing subscriber base, we may be required to increase retention spending and/or provide greater discounts or credits to acquire and retain subscribes who may spend less on our services.
We compete for a share of advertisers’ overall marketing budgets and with other content providers. See “Risk Factors—Risks Related to our Operations—We face and will continue to face competition for Ad-Supported Free service users, Premium subscribers, and user streaming time.”
Our competitors may be able to leverage their relationships with creators to reduce their content costs and/or offer exclusive content that will place them at a competitive advantage.
The cost of content represents the largest percentage of our overall costs. Certain of our competitors own, partner with, and/or are affiliated with companies that produce or control content, which may enable them to obtain lower content costs or offer exclusive content that may be attractive to prospective or existing subscribers. Unlike our larger competitors, we have not made significant investments in content production or ownership. In addition, certain content owners have begun offering more of their content directly to consumers, including, but not limited to, exclusive and non-exclusive offerings. As a result, it may be more difficult for us to obtain access to such content on nondiscriminatory and fair terms, or at all.
Our ability to attract and retain video streaming users depends significantly on the strength of our content slate and the effectiveness of our marketing efforts.
The performance of our video streaming business is closely tied to the appeal and timing of the content available on our platform, as well as our ability to promote that content effectively. Consumer interest in video tends to be driven by standout titles, which can lead to surges in user acquisition and engagement, but may also result in periods of lower activity between major releases. This dynamic makes the video business more susceptible to seasonality and content-driven volatility than other categories, such as music. Additionally, video users often exhibit higher churn compared to music users, as their subscription decisions are more frequently influenced by the availability of specific shows or movies. If our content slate does not consistently resonate with audiences, or if our marketing efforts fail to generate sufficient awareness and interest, we may face challenges in growing and retaining our video user base, which could negatively impact our business. If we are unable to manage the complexity of our global operations and continue to grow internationally because of these obstacles, our business, operating results, and financial condition could be adversely affected.
If we are unable to grow and retain OSN+ 4K Premium subscribers, our revenue and profitability could be adversely affected.
OSN+ offers a range of subscription tiers, including a 4K Premium tier that provides enhanced video quality and additional features. Our ability to grow and retain subscribers at this highest tier is critical to improving average revenue per user and overall profitability. However, competition from global and regional streaming platforms, many of which bundle premium offerings or offer competitive pricing, may limit our ability to scale this segment. Consumer sensitivity to subscription costs, especially in price-conscious markets, may further impact adoption. If we are unable to effectively communicate the value of the Premium tier, differentiate our content offering, or align pricing with market expectations, growth in this segment may fall short, which could affect revenue and long-term margins for the OSN+ business.
6
We rely on our content license with OSN Group to provide our video streaming products to us, and the inability of OSN to secure licenses for content to meet our needs could have a negative effect on our business.
Anghami has entered into a content licensing agreement with OSN Group, under which OSN sublicenses OSN+ video streaming content to Anghami for distribution via the OSN+ app. In return, Anghami pays a fixed fee. Anghami does not have direct agreements with the original content providers. If OSN is unable to meet our needs, we may lose access to certain content. This could result in decreased numbers of OSN+ subscribers, and our business, financial condition and results of operations may be negatively affected.
Our business emphasizes rapid innovation and prioritizes long-term user engagement over short-term financial conditions or results of operations. That strategy may yield results that sometimes do not align with the market’s expectations. If that happens, our stock price may be negatively affected.
Our business is growing and becoming more complex, and our success depends on our ability to quickly develop and launch new and innovative products. We believe our culture fosters this goal. Our focus on innovations and quick reactions could result in unintended outcomes or decisions that may be poorly received by our users, advertisers, or partners. We have made, and expect to continue to make, significant investments to develop and launch new products, services, and initiatives, which may involve significant risks and uncertainties, including the fact that such offerings may not be commercially viable for an indefinite period of time or at all, or may not result in adequate return of capital on our investments. There can be no assurance that such new offerings will be successful and will not adversely affect our reputation, operating results, and financial condition. Our culture also prioritizes our long-term user engagement over short-term financial conditions or results of operations. We frequently make decisions that may reduce our short-term revenue or profitability if we believe that the decisions benefit the overall user experience and will thereby improve our financial performance over the long term. These decisions may not produce the long-term benefits that we expect, in which case our user growth and engagement, our relationships with advertisers and partners, as well as our business, operating results, and financial condition could be adversely affected.
The rise of generative Artificial Intelligence in music and video may disrupt content value, user trust, and rights-holder relationships, adversely affecting our business
The growing use of generative artificial intelligence (“AI”) in music and video creation presents emerging risks, particularly for the music segment. A rising share of global music uploads are now AI-generated, raising concerns around copyright infringement, authenticity, and fair compensation. Many AI models are trained on copyrighted content without consent, resulting in ongoing litigation against AI music startups. The unchecked spread of synthetic music may devalue licensed content, disrupt recommendation algorithms, and erode user trust—impacting engagement and partnerships with rights holders.
While OSN+, our video streaming service, is less directly exposed due to its curated content model, generative AI still poses long-term risks to the industry. These include shifts in production practices, uncertainty around rights to AI-assisted works, and potential competition from low-cost, AI-generated programming.
We may not be able to generate sufficient revenue to be profitable, or to generate positive cash flow on a sustained basis. In addition, our revenue growth rate may decline.
If we cannot successfully earn revenue at a rate that exceeds the operational costs, including royalty and other licensing and content expenses, associated with our platform, we will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis.
Furthermore, we cannot assure you that the growth in revenue we have experienced over the past few years will continue at the same rate or even continue to grow at all. We expect that, in the future, our revenue growth rate may decline because of a variety of factors, including increased competition and the maturation of our business. You should not consider our historical revenue growth or operating expenses as indicative of our future performance. If our revenue growth rate declines or our operating expenses exceed our expectations, our financial performance may be adversely affected.
Additionally, we also expect our costs to increase in future periods, which could negatively affect our future operating results and ability to achieve profitability. We expect to continue to expend substantial financial and other resources on:
| ● | securing top quality audio content from leading record labels, distributors, aggregators, and podcast creators, as well as the publishing right to any underlying musical compositions, and maintaining and effectively promoting a strong slate of video content; |
| ● | creating new forms of original content that resonate with audiences; |
| ● | our technology infrastructure, including website architecture, development tools, scalability, availability, performance, security, and disaster recovery measures; |
| ● | research and development, including investments in our research and development team and the development of new features; |
7
| ● | sales and marketing; and |
| ● | general administration, including legal, finance, and other central support functions that are core to the successful functioning of our business. |
These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our business, operating results, and financial condition will be harmed.
Failure to successfully monetize and generate revenues from podcasts and other non-music content could adversely affect our business, operating results, and financial condition.
Delivering podcasts and other non-music content involves numerous risks and challenges, including increased capital requirements, competition, and the need to develop strategic relationships. Growth in these areas may require additional changes to our existing business model and cost structure, modifications to our infrastructure, and exposure to new regulatory, legal and reputational risks, including infringement liability, any of which may require additional expertise that we currently do not have. See “—We may be subject to disputes or liabilities associated with content made available on our platform.” There is no guarantee that we will be able to generate sufficient revenue from podcasts or other non-music content to offset the costs of creating or acquiring this content. Failure to successfully monetize and generate revenues from such content, including failure to obtain or retain rights to podcasts or other non-music content on acceptable terms, or at all, or to effectively manage the numerous risks and challenges associated with such expansion, could adversely affect our business, operating results, and financial condition.
In addition, we enter into multi-year commitments for original content that we produce or commission. Given the multiple-year duration and largely fixed-cost nature of such commitments, if our user growth and retention do not meet our expectations, our margins may be adversely impacted. Payment terms for certain content that we produce, or commission will typically require more upfront cash payments than other content licenses or arrangements whereby we do not pay for the production of such content. To the extent our user and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely affected as a result of such content commitments. The long-term and fixed-cost nature of certain original content commitments may also limit our flexibility in planning for or reacting to changes in our business, as well as our ability to adjust our content offering if our users do not react favorably to the content we produce. Any such event could adversely impact our business, operating results, and financial condition.
To secure the rights to stream sound recordings and the musical compositions embodied therein, we enter into license agreements to obtain licenses from rights holders such as record labels, music publishers, performing rights organizations, collecting societies, and other copyright owners or their agents, and pays royalties to such parties or their agents around the world. We work diligently to obtain all necessary licenses to stream sound recordings and the musical compositions embodied therein, however, there is no guarantee that the licenses available to us now will continue to be available in the future at rates and on terms that are favorable or commercially reasonable or at all. The terms of these licenses, including the royalty rates that we are required to pay pursuant to them, may change as a result of changes in our bargaining power, changes in the industry, changes in the law, or for other reasons. Increases in royalty rates or changes to other terms of these licenses may materially impact our business, operating results, and financial condition.
We have entered into license agreements to obtain rights to stream sound recordings, including from the major international record labels who hold the rights to stream a significant number of sound recordings such as Universal Music Group, Sony Music Entertainment, and Warner Music Group, as well as regional record labels, such as Rotana Music. If we fail to retain these licenses, the size and quality of our catalogue may be materially impacted and our business, operating results, and financial condition could be materially harmed.
8
We generally obtain licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights. We obtain mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof.
With respect to mechanical rights, in Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Sudan, Tunisia and UAE (together, our “MENA Operating Area”), we pay various rights owners through a ratemaking process conducted on a case-by-case basis based on negotiating each deal. There are cases of publishing deals which are represented by bodies that combine both mechanical and public performance rights. For example, SOLAR represents mechanical rights of Sony Music Publishing and public performance rights from PRS and International Copyright Enterprise Services Limited among others. Since in many countries in the Middle East & North Africa (“MENA Region”), there are no collection societies, we cannot guarantee that our licenses with the existing few collecting societies and/or our direct licenses with publishers provide full coverage for all of the musical compositions we make available to our users in such countries. Consequently, there is a fragmented copyright licensing landscape which leads to publishers, songwriters, and other rights holders choosing not to be represented by collecting societies. This adversely impacts our ability to secure favorable licensing arrangements in connection with musical compositions that such rights holders own or control, including increasing the costs of licensing such musical compositions, or subjects us to significant liability for copyright infringement.
In the United States, the rates we incur for mechanical rights are a function of ratemaking procedure conducted by an administrative agency, Copyright Royalty Board. The most recent proceeding before the Copyright Royalty Board (the “Phonorecords IV Proceedings”) set the rates for the Section 115 compulsory license for calendar years 2023 to 2027. The Copyright Royalty Board issued its initial written determination on January 26, 2018, and set up the Mechanical Licensing Collective (the “MLC”). The MLC is a nonprofit organization designated by the U.S. Copyright Office pursuant to the Music Modernization Act of 2018. In January 2021, the MLC began administering blanket mechanical licenses to eligible streaming and download services (digital service providers or DSPs) in the United States. Through this we obtained a blanket license for mechanical rights in the U.S. The MLC collects the royalties due under those licenses from the DSPs and pay songwriters, composers, lyricists, and music publishers. We currently believe that the current rates will not materially impact our business, operating results, and financial condition in the U.S. as although the U.S. is our biggest market outside of the MENA Operating Area, it is currently not a significant market. However, if we do decide to expand our business (with both Arabic and international music) in the U.S., and we do not grow in revenues and users as expected or if the rates are modified to be higher than the proposed rates, our content acquisition costs could increase and impact our ability to obtain content on pricing terms favorable, which could negatively harm our business, operating results, and financial condition and hinder our ability to provide interactive features in our services, or cause one or more of our services not to be economically viable in the U.S.
In the U.S., performing rights organizations (“PROs”) generally provide public performance rights. PROs negotiate blanket licenses with copyright users for the public performance of compositions, collect royalties, and distribute those royalties to rights owners. The royalty rates that apply to us today may be subject to changes in the future. Licenses provided by two of these PROs, the American Society of Composers, Authors and Publishers and Broadcast Music, Inc. are governed by consent decrees which are subject to terms that could be unfavorable to us in the future. This could affect our financial viability in the future in the U.S.
We cannot guarantee that our licenses with collecting societies and our direct licenses with publishers provide full coverage for all of the musical compositions that we make available on our platform.
There also is no guarantee that we have or will have all of the licenses we need to stream content, as the process of obtaining such licenses involves many rights holders, some of whom are unknown. There are a myriad of complex legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed. Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or attempt to create new rights that could require us to enter into license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify. See also “Risk Factors — Risks Related to Our Business Model, Strategy, and Performance— Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on our platform and the ownership thereof may impact our ability to perform our obligations under our licenses, affect the size of our catalogue, impact our ability to control content acquisition costs, and lead to potential copyright infringement claims.”
9
Further, we cannot guarantee that such agreements will continue to be renewed indefinitely. For example, from time to time, license agreements with certain rights holders and/or their agents may expire while we are still negotiating their renewals, and, per industry customs and practice, we may enter into brief contract extension (for example, month-, week-, or even days-long) and/or continue to operate as if the license agreement had been extended. During these periods, we may not have assurance of long-term access to such rights holders’ content, which could have a material adverse effect on our business and could lead to potential copyright infringement claims. It also is possible that such agreements will never be renewed at all. The lack of renewal, or termination, of one or more of our license agreements, or the renewal of a license agreement on less favorable terms, also could have a material adverse effect on our business, financial condition, and results of operations.
We are a party to many music license agreements which are complex and impose numerous obligations upon us which may make it difficult to operate our business, and a breach of such agreements could adversely affect our business, operating results, and financial condition.
Our music license agreements are primarily complex and impose numerous obligations on it, including obligations to, among other things:
| ● | meet certain user and conversion targets in order to secure certain licenses and royalty rates; |
| ● | calculate and make payments based on complex royalty structures, which requires tracking usage of content on our service that may have inaccurate or incomplete metadata necessary for such calculation; |
| ● | provide periodic reports on the exploitation of the content in specified formats; |
| ● | represent that we will obtain all necessary publishing licenses and consents and pay all associated fees, royalties, and other amounts due for the licensing of musical compositions; |
| ● | provide advertising inventory; |
| ● | comply with certain marketing and advertising restrictions; and |
| ● | comply with certain security and technical specifications. |
Some of our license agreements grant the licensor the right to audit our compliance with the terms and conditions of such agreements. Some of the license agreements also include so-called “most favored nations” provisions which require that certain terms (including potentially the material terms) of such agreements are no less favorable than those provided to any similarly situated licensor. If triggered, these most favored nations provisions could cause our payments or other obligations under those agreements to escalate substantially. Additionally, some license agreements require consent to undertake certain business initiatives and without such consent, our ability to undertake new business initiatives may be limited and in turn could hurt our competitive position.
If we materially breach any of these obligations or any other obligations set forth in any of the license agreements, or if we use content in ways that are found to exceed the scope of such agreements, we could be subject to monetary penalties and our rights under such license agreements could be terminated, either of which could have a material adverse effect on our business, operating results, and financial condition.
10
We have no control over the providers of our content, and our business may be adversely affected if the access to music is limited or delayed. The concentration of control of content by our major providers means that even one entity, or a small number of entities working together, may unilaterally affect our access to music and other content.
We rely on music rights holders, over whom we have no control, for the content we make available on our service. We cannot guarantee that these parties will always choose to license to it. The music industry has a high level of concentration, which means that one or a small number of entities may, on their own, take actions that adversely affect our business. For example, with respect to sound recordings, the music licensed to us under our agreements with Universal Music Group, Sony Music Entertainment, and Warner Music Group, constitutes a large portion of music consumed on our service. For the year ended December 31, 2024, this content accounted for more than a third of streams.
Our business may be adversely affected if our access to music is limited or delayed because of deterioration in our relationships with one or more of these rights holders or if they choose not to license to us for any other reason. Rights holders also may attempt to take advantage of their market power to seek onerous financial terms from us, which could have a material adverse effect on our financial condition and results of operations, and from time to time, we have been subject to litigation relating to our licensing of music and other content.
Even if we are able to secure rights to sound recordings from record labels and other copyright owners, artists and/or artist groups may object and may exert public or private pressure on third parties to discontinue licensing rights to us, hold back content from it, or increase royalty rates. As a result, our ability to continue to license rights to sound recordings is subject to convincing a broad range of stakeholders of the value and quality of our service.
To the extent that we are unable to license a large amount of content or the content of certain popular artists, our business, operating results, and financial condition could be materially adversely affected.
Our royalty payment arrangements are complex, and it is difficult to estimate the amount payable under license agreements.
Under our license agreements, we have to pay a royalty to record labels, music publishers, and other copyright owners in order to stream content. The determination of the amount and timing of such payments is complex and subject to a number of variables, including the revenue generated, the type of content streamed and the country in which it is streamed, the service tier such content is streamed on, identification of the appropriate license holder, size of user base, ratio of Ad-Supported Free service users to Premium subscribers, and any applicable advertising fees, app stores and telecom operators fees and discounts, among other variables.
Additionally, for new licensing agreements, we have certain arrangements because of which royalty costs are paid in advance or are subject to minimum guaranteed amounts. An accrual is estimated at the higher of the actual royalty costs to be incurred during a contractual period or the minimum guarantee.
Additionally, we also have license agreements that include so-called “most favored nations” provisions that require that the material terms of such agreements are the most favorable material terms provided to any music licensor, which, if triggered, could cause our royalty payments under those agreements to escalate substantially. An accrual and expense are recognized when it is probable that we will make additional royalty payments under these terms. Historically, we never incurred additional provisions relating to most favored nations provisions.
Determining royalty payments is complex. As a result, we may underpay or overpay the royalty amounts payable to record labels, music publishers, and other copyright owners. Underpayment could result in (i) litigation or other disputes with record labels, music publishers, and other copyright owners, (ii) the unexpected payment of additional royalties in material amounts, and (iii) damage to business relationships with record labels, music publishers, other copyright owners, and artists and/or artist groups. If we overpay royalties, we may be unable to reclaim such overpayments, and our profits will suffer. Failure to accurately pay royalties may adversely affect our business, operating results, and financial condition.
11
Minimum guarantees required under certain of our music license agreements for sound recordings and underlying musical compositions may limit our operations and may adversely affect our business, operating results, and financial condition.
Certain of our license agreements for sound recordings and musical compositions (both for mechanical rights and public performance rights) contain minimum guarantees and/or require that we make minimum guarantee payments. Such minimum guarantees related to content acquisition costs are not always tied to our number of music users, music Premium subscribers, or the number of sound recordings and musical compositions used on our service. Accordingly, our ability to achieve and sustain profitability and operating leverage on our service depends, in part, on our ability to increase revenue through increased sales of Premium service and advertising sales on terms that maintain an adequate gross margin. The duration of license agreements that contain minimum guarantees is typically between one and two years, but Premium subscribers may cancel their subscriptions at any time. If our forecasts of Premium subscriber acquisition do not meet our expectations or the number or advertising sales decline significantly during the term of the license agreements, our margins may be materially and adversely affected. To the extent Premium service revenue growth or advertising sales do not meet our expectations, our business, operating results, and financial condition also could be adversely affected as a result of such minimum guarantees. In addition, the fixed cost nature of these minimum guarantees may limit our flexibility in planning for, or reacting to, changes in our business and the market segments in which we operate.
We rely on estimates of the market share of licensable content controlled by each content provider, as well as its own user growth and forecasted advertising revenue, to forecast whether such minimum guarantees could be recouped against our actual content acquisition costs incurred over the duration of the license agreement. To the extent that this revenue and/or market share estimates underperform relative to our expectations, leading to content acquisition costs that do not exceed such minimum guarantees, our margins may be materially and adversely affected.
Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on our platform and the ownership thereof may impact our ability to perform our obligations under our licenses, affect the size of our catalogue, impact our ability to control content acquisition costs, and lead to potential copyright infringement claims.
Comprehensive and accurate ownership information for the musical compositions embodied in sound recordings is often unavailable to us or difficult or, in some cases, impossible for us to obtain, often because such information is withheld by the owners or administrators of such rights. We currently rely on the assistance of third parties to determine this information. If the information provided to us or obtained by such third parties does not comprehensively or accurately identify the ownership of musical compositions, or if we are unable to determine which musical compositions correspond to specific sound recordings, it may be difficult or impossible to identify the appropriate rights holders to whom to pay royalties. This may make it difficult to comply with the obligations of any agreements with those rights holders.
These challenges, and others concerning the licensing of musical compositions embodied in sound recordings on our service, may subject us to significant liability for copyright infringement, breach of contract, or other claims.
If our security systems are breached, we may face civil liability, and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain our users, advertisers, content providers, and other business partners.
Techniques used to gain unauthorized access to data and software are constantly evolving, and we may be unable to anticipate or prevent unauthorized access to data pertaining to our users, including credit card and debit card information and other personal data about our users, business partners, and employees. Like all internet services, our service, which is supported by our own systems and those of third parties that we work with, is vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personal data. Computer malware, viruses, computer hacking, and phishing attacks have become more prevalent in the music subscription industry and may occur on our systems in the future. Because of our prominence, we believe that we are a particularly attractive target for such attacks. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our products and technical infrastructure to the satisfaction of our users may harm our reputation and ability to retain existing users and attract new users. Although we have developed systems and processes that are designed to protect our data and user data, to prevent data loss, to disable undesirable accounts and activities on the platform, and to prevent or detect security breaches, such measures may not provide absolute security, may fail, or may fail to stop such data loss or activities, and they may incur significant costs in protecting against or remediating cyber-attacks.
12
Any failure, or perceived failure, by us to maintain the security of data relating to our users, to comply with our posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards, and contractual provisions to which we may be bound, could result in the loss of confidence in us, or result in actions against us by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause us to lose users, advertisers, and revenues.
Risks Related to Intellectual Property
Assertions by third parties of infringement or other violation by us of their intellectual property rights could harm our business, operating results, and financial condition.
Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights, and as we face increasing competition, the possibility of intellectual property rights claims against us grows.
Our ability to provide our service is dependent upon our ability to license intellectual property rights to sound recordings and the musical compositions embodied therein, as well as related content such as album cover art and artist images. Following the OSN+ transaction, we also offer video streaming services and sublicense this content from OSN Group. Various laws and regulations govern the copyright and other intellectual property rights associated with sound recordings, musical compositions and video content. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. See “Risk Factors — Risks Related to Our Business Model, Strategy, and Performance— Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on our service and the ownership thereof may impact our ability to perform our obligations under our licenses, affect the size of our catalogue, impact our ability to control content acquisition costs, and lead to potential copyright infringement claims.”
In addition, music, internet, technology, and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Many companies in these industries, including many of our competitors, have substantially larger patent and intellectual property portfolios than we do. Various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert claims in order to extract value from technology companies. Further, from time to time we may introduce new products and services, including in territories where we currently do not have an offering, which could increase our exposure to patent and other intellectual property claims from competitors and non-practicing entities. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm our business, operating results, and financial condition. If we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute may require us to pay significant damages, which may be even greater if we are found to have willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that we have previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify our partners and other third parties; and/or take other actions that may have material effects on our business, operating results, and financial condition.
Moreover, we rely on software programmers to design our proprietary technologies, and we regularly contribute software source code under “open source” licenses and have made technology we developed available under open-source licenses. We cannot assure you that our efforts to prevent the incorporation of licenses that would require us to disclose code and/or innovations in our products will always be successful, as we do not exercise complete control over the development efforts of our programmers, and we cannot be certain that our programmers have not used software that is subject to such licenses or that they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to licenses that require us to publicly release the affected portions of our source code, re-engineer a portion of our technologies, or otherwise be limited in the licensing of our technologies, we may be forced to do so, each of which could materially harm our business, operating results, and financial condition.
Finally, some of the content offered on our service is generated by our users or other content creators, subjecting us to heightened risk of claims of intellectual property infringement by third parties if such users and content creators do not obtain the appropriate authorizations from rights holders.
13
Failure to protect our intellectual property could substantially harm our business, operating results, and financial condition.
The success of our business depends on our ability to protect and enforce our patents, trade secrets, trademarks, copyrights, and all of our other intellectual property rights, including the intellectual property rights underlying our products and services. We attempt to protect our intellectual property under patent, trade secret, trademark, and copyright law through a combination of intellectual property registration, employee, third-party assignment and nondisclosure agreements, other contractual restrictions, technological measures, and other methods. These measures may only offer limited protection and, moreover, are constantly evolving to meet the expanding needs of our business. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy aspects of our product and brand features, make unauthorized use of original content we make available on our platform, or obtain and use our trade secrets and other confidential information. Moreover, policing our intellectual property rights is difficult and time-consuming. We cannot assure you that we would have adequate resources to protect and police our intellectual property rights, and we cannot assure you that the steps we take to do so will always be effective.
We have filed, and may in the future file, patent applications on certain of our innovations. It is possible, however, that these innovations may not be patentable. In addition, given the cost, effort, risks, and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may choose not to seek patent protection for some innovations. Furthermore, our patent applications may not be issued as granted patents, the scope of the protection gained may be insufficient or an issued patent may be deemed invalid or unenforceable. We also cannot guarantee that any of our present or future patents or other intellectual property rights will not lapse or be invalidated, circumvented, challenged, or abandoned. Neither can we guarantee that our intellectual property rights will provide competitive advantages to us. Our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes could be limited by our relationships with third parties, and any of our pending or future patent applications may not have the scope of coverage originally sought. We cannot guarantee that our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak. We could lose both the ability to assert our intellectual property rights against, or to license our technology to, others and the ability to collect royalties or other payments. Certain countries’ legal systems do not provide the same level of support for the enforcement or protection of intellectual property rights as those of the United States, and as a result, our intellectual property and proprietary rights may be subject to theft without, or with little, legal recourse.
We currently own the www.anghami.com and www.osnplus.com internet domain names and various other related domain names. Internet regulatory bodies generally regulate domain names. If we lose the ability to use a domain name in a particular country, we may be forced either to incur significant additional expenses to market our service within that country or, in extreme cases, to elect not to offer our service in that country. Either result could harm our business, operating results, and financial condition. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize our brand names in the United States or other countries in which we may conduct business in the future.
Litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to enforce our intellectual property rights, to protect our patent rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, which may affect our ability to protect and enforce our patents and other intellectual property.
14
Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and business.
We regularly review key metrics related to the operation of our business, including, but not limited to, active users, Premium subscribers, Subscription Average Revenue per User, unit economics and EBITDA, to evaluate growth trends, measure performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third-party. These numbers were not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC, or the applicable guidelines for the preparation and presentation of financial statements. While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring how our service is used across large populations globally. For example, we believe that there are individuals who have multiple Anghami accounts, which can result in an overstatement of active users. Errors or inaccuracies in metrics or data could result in incorrect business decisions and inefficiencies.
In addition, advertisers generally rely on third-party measurement services to calculate our metrics, and these third-party measurement services may not reflect our true audience. Some of our demographic data also may be incomplete or inaccurate because users self-report their names and dates of birth. If advertisers, partners, or investors do not perceive our user, geographic, or other demographic metrics to be accurate representations of our user base, or if we discover material inaccuracies in our user, geographic, or other demographic metrics, our reputation may be seriously harmed. See “Risk Factors — Risks Related to Our Operations— We rely on advertising revenue from our Ad-Supported Free service, and any failure to convince advertisers of the benefits of our Ad-Supported Free service in the future could harm our business, operating results, and financial condition,” “— We are at risk of artificial manipulation of stream counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on our business, operating results, and financial condition,” and “— We are at risk of attempts at unauthorized access to our service and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results, and financial condition.”
We are at risk of attempts at unauthorized access to our service and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results, and financial condition.
We are at risk of being impacted by attempts by third parties to manipulate and exploit our software for the purpose of gaining unauthorized access to our service. If we have currently failed to successfully detect and address such issues or if in the future we fail to successfully detect and address such issues, it may have artificial effects on key performance indicators, which underlie, among other things, our contractual obligations with rights holders and advertisers, as well as harm our relationship with advertisers and rights holders. This may also impact our results of operations, particularly with respect to margins on our Ad-Supported Free service segment, by increasing the advertisement segment cost of revenue without a corresponding increase to our revenue from advertisement, and could expose us to claims for damages including, but not limited to, from rights holders, any of which could seriously harm our business. Moreover, once we detect and correct such unauthorized access and any key performance indicators it affects, investor confidence in the integrity of our key performance indicators could be undermined. These could have a material adverse impact on our business, operating results, and financial condition.
We are at risk of artificial manipulation of stream counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on our business, operating results, and financial condition.
We have in the past been, and continues to be, impacted by attempts by third parties to artificially manipulate stream counts. Such attempts may, for example, be designed to generate revenue for rights holders or to influence placement of content on Anghami-created playlists or industry music charts. These potentially fraudulent streams also may involve the creation of non-bona fide user accounts or artists. We use a combination of algorithms and manual review by employees to detect fraudulent streams. However, it may not be successful in detecting, removing, and addressing all fraudulent streams (and any related user accounts). If we fail to successfully detect, remove, and address fraudulent streams and associated user accounts, it may result in the manipulation of our data, including the key performance indicators which underlie, among other things, our contractual obligations with rights holders and advertisers (which could expose us to the risk of litigation), as well as harm our relationships with advertisers and rights holders. In addition, once we detect, correct, and disclose fraudulent streams and associated user accounts and the key performance indicators they affect, investor confidence in the integrity of our key performance indicators could be undermined. These could have a material adverse impact on our business, operating results, and financial condition.
15
If we fail to develop and maintain an effective system of internal controls covering financial reporting, we may be unable to accurately or timely report our financial results or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely impacted.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. In connection with the audit of our consolidated financial statements for the years ended December 31, 2023, and 2024, Anghami and our independent registered public accounting firm identified certain material weaknesses in our internal controls over financial reporting.
As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal controls covering financial reporting, such that there is a reasonable possibility that a material misstatement of the financial statements will not be detected or prevented on a timely basis.
In 2024, the material weaknesses identified related to:
| ● | Lack of sufficiently skilled personnel with requisite IFRS and Securities Exchange Commission (“SEC”) reporting knowledge and experience; |
| ● | Lack of sufficient entity level controls and sufficiently designed internal controls and financial reporting policies and procedures including segregation of duties, and |
| ● | Lack of design and operating effectiveness of IT general controls for information systems that are relevant to the preparation of Anghami’s consolidated financial statements. |
These material weaknesses, if not remediated in a timely manner, may lead to material misstatements in our future consolidated financial statements.
As an emerging growth company, Anghami’s independent registered public accounting firm was not required to and did not perform an audit of Anghami’s internal control over financial reporting, which maybe have resulted in the identification of additional deficiencies.
As a public company, we are required to maintain internal control over financial reporting, including adequate disclosure controls and procedures, and to report any material weaknesses in those internal controls. For example, we are required to perform system and process evaluation and testing of our internal control over financial reporting to allow our management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. If we are unable to successfully remediate the identified material weaknesses, if we discover additional material weaknesses or if we are otherwise unable to report financial statements accurately or in a timely manner, we would be required to continue disclosing such material weaknesses in future filings with the SEC, which could adversely affect our business, investor confidence in the company and the market price of our ordinary shares and could subject us to litigation or regulatory enforcement actions. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the market value of our ordinary shares.
16
Following the identification of the material weaknesses, Anghami has begun taking measures, and we will continue to take measures to remediate these control deficiencies. Measures to rectify the weaknesses and deficiencies include the implementation of an ERP, hiring outside consultants, providing technical training for our employees, and hiring internal auditors. Additionally, management is planning to introduce technical IFRS training namely for IFRS 15 (revenue recognition), IFRS 2 (share-based compensation), IFRS 9 (Financial Instruments), IAS 37 (provisions, contingent liabilities and contingent assets), and IAS 38 (Intangible Assets). In addition, we have hired public accountants to assist us with accounting documentation, enhancing reporting requirements and develop internal policies and procedures. In 2022, we implemented Code of Ethics and Corporate Governance Guidelines in relation industry best practices. Following the OSN+ transaction in 2024, we now benefit from an internal audit function that plays a key role in strengthening our financial oversight and ensuring the consistent application of best practices in internal controls and compliance.
Furthermore, we have strengthened and developed our procurement function, implementing a procurement system that enforces control mechanisms to ensure spending aligns with monthly budgets and adheres to a robust Delegation of Authority framework. In addition, we continue to enhance financial discipline through detailed monthly budgets, which are subject to executive committee approval. Project performance is reported on a monthly basis, enabling the executive committee to monitor outcomes and adjust course as needed.
However, the implementation of these measures may not fully address the material weaknesses in our internal controls covering financial reporting, and we cannot conclude that they have been fully remediated. Our failure to correct the material weaknesses or their failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As of the date of the filing of this annual report, such material weaknesses have not been remediated.
We are subject to a variety of laws around the world. Government regulation of the internet is evolving and any changes in government regulations relating to the internet or other areas of our business or other unfavorable developments may adversely affect our business, operating results, and financial condition.
We are an international company with offices in UAE, Saudi Arabia, Egypt and Lebanon. As a result of this organizational structure and the scope of our operations, we are subject to a variety of laws in different countries. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. Additionally, as our business grows and evolves, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.
We are subject to general business regulations and laws, as well as regulations and laws specific to the internet. Such laws and regulations include, but are not limited to, labor, advertising and marketing, real estate, taxation, user privacy, data collection and protection, intellectual property, anti-corruption, anti-money laundering, foreign exchange controls, antitrust and competition, electronic contracts, telecommunications, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protections, broadband internet access, and content restrictions. We cannot guarantee that we have been or will be fully compliant in every jurisdiction in which we are subject to regulation, as existing laws and regulations are constantly changing. The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct business. Further, compliance with laws, regulations, and other requirements imposed upon our business may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business.
Moreover, as internet commerce continues to evolve, increasing regulation by international regulators becomes more likely and may lead to more stringent consumer protection laws, which may impose additional burdens on us. The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet, including laws limiting internet neutrality, could decrease user demand for our service and increase our cost of doing business. Future regulations, or changes in laws and regulations or their existing interpretations or applications, also could hinder our operational flexibility, raise compliance costs, and result in additional historical or future liabilities, resulting in material adverse impacts on our business, operating results, and financial condition.
17
We depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified personnel, our ability to develop and successfully grow our business could be harmed.
We believe that our future success is highly dependent on the talents and contributions of our senior management, Co-founders Elias Habib and Edgard Maroun, members of our executive team, and other key employees, such as key engineering, finance, marketing, and sales personnel. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. Certain members of our senior management are free to terminate their employment relationship at any time, and their knowledge of our business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry, and we may incur significant costs to attract them. If we are unable to attract and retain senior management and key employees, we may not be able to achieve our strategic objectives, and our business could be harmed.
Risks Related to Our Operations
We may require additional capital to fund our operations and support business growth and objectives, and this capital might not be available on acceptable terms, if at all.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our existing services, expand into additional markets around the world, improve infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage, and have engaged, in equity and debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer additional significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common shares. Any debt financing we secure in the future also could contain restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when required, our ability to continue to fund our operations and support business growth, acquire or retain users, and respond to business challenges could be significantly impaired.
Warrant holders may not elect to exercise any of their warrants, which could significantly reduce the amount of cash we could receive from the exercise of the warrants.
Our warrants are exercisable for one ordinary share at an exercise price of $11.50 per ordinary share. The closing price of our ordinary shares on the Nasdaq on December 31, 2024 was $0.82 per ordinary share. As of such date, because the exercise price exceeded the price of our ordinary shares, our warrants were “out-of-the-money,” and we believe that it is unlikely that any warrant holder would exercise any warrants at a time when the warrants are out-of-the-money. The exercise of our warrants is discretionary by the warrant holder. Accordingly, there can be no assurance that the warrant holders will elect to exercise any or all of the warrants. To the extent that any of the warrant holders elect not to exercise their warrants or their warrants are exercised on a “cashless basis,” as may be permitted in certain circumstances, the amount of cash we would receive from the exercise of the warrants will decrease. It is also possible that we may receive no money from the exercise of our warrants.
Streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards that we do not control. Changes in our service or those operating systems, hardware, networks, regulations, or standards, and our limitations on our ability to access those platforms, operating systems, hardware, or networks may seriously harm our business.
Our service requires high-bandwidth data capabilities and if the costs of data usage increase or access to data networks is limited, our business may be seriously harmed. Additionally, to deliver high-quality audio, video, and other content over networks, our services must work well with a range of technologies, systems, networks, regulations, and standards that we do not control.
18
We also rely on a variety of operating systems, online platforms, hardware, and networks to reach our customers. These platforms range from desktop and mobile operating systems and application stores to wearables and intelligent voice assistants. The owners or operators of these platforms may not share our interests and may restrict our access to them or place conditions on access that would materially affect our ability to access those platforms. In particular, where the owner of a platform also is our direct competitor, the platform may attempt to use this position to affect our access to customers and ability to compete. Online platforms also may unilaterally impose certain requirements that negatively affect our ability to convert users to the Premium service, such as conditions that limit our freedom to communicate promotions and offers to the users. Similarly, online platforms may force us to use the platform’s payment processing systems which may be inferior to and more costly than other payment processing services available in the market. Online platforms frequently change the rules and requirements for services like our access to the platform, and such changes may adversely affect the success or desirability of our service. Online platforms may limit our access to information about customers, limiting our ability to convert and retain them. Online platforms also may deny access to application programming interfaces (“API”) or documentation, limiting functionality of our service on the platform. There can be no assurance that we will be able to comply with the requirements of those operating systems, online platforms, hardware, networks, regulations, and standards on which our service depends, and failure to do so could result in serious harm to our business.
We face and will continue to face competition for Ad-Supported Free music service users, music Premium subscribers, and user streaming time.
We compete for the time and attention of our users with other content providers on the basis of a number of factors, including quality of experience, relevance, diversity of content, ease of use, price, accessibility, perception of advertising load, brand awareness, and reputation. We compete with providers of on-demand music and video, which is purchased or available for free and playable on mobile devices and in the home. These forms of media may be purchased, downloaded, and owned such as iTunes audio files, other VOD stores, or DVDs, or accessed from subscription or free online on-demand offerings by music and video providers or content streams from other online services. We face increasing competition for users from a growing variety of businesses, including other subscription music services around the world, many of which offer services that are similar to our service, that deliver music and video content over the internet, through mobile phones, and through other wireless devices. Many of our current or future competitors are already entrenched or may have significant brand recognition in a particular region or market in which we operate or seek to penetrate. We also compete with providers of internet radio both online and through connected mobile devices—for music, as well as with linear TV providers for video. These providers may offer more extensive content libraries than we offer, and some may have a broader international offering than ours.
We also believe that companies with a combination of technical expertise, brand recognition, financial resources, and digital media experience also pose a significant threat of developing competing on-demand music and video distribution technologies. In particular, if known incumbents in the digital media space choose to offer competing services, they may devote greater resources than we have available, have a more accelerated time frame for deployment, and leverage their existing user base and proprietary technologies to provide services that our users and advertisers may view as superior. Furthermore, international players such as Spotify, YouTube, Amazon Prime, Netflix, Apple, Disney, and local players like Sahid, TOD, and others, offer competing services that may negatively impact our business, operating results, and financial condition. Our current and future competitors may have higher brand recognition, more established relationships with music and other content licensors and mobile device manufacturers, greater financial, technical, and other resources, more sophisticated technologies, and/or more experience in the markets. In addition, Apple and Google also own application store platforms and are charging in-application purchase fees, which are not being levied on their own applications, thus creating a competitive advantage for themselves against us. As the market for on-demand music on the internet and mobile and connected devices increases, new competitors, business models, and solutions are likely to emerge.
19
We also face significant competition for users from companies promoting their own digital music and video content online or through application stores, including several large, well-funded, and seasoned participants in the digital media market. The websites and mobile applications of our competitors may rank higher than our website and our mobile application, and our application may be difficult to locate in mobile device application stores, which could draw potential users away from our service and toward those of our competitors. In addition, some of the competitors, including Apple, Amazon, and Google, have developed, and are continuing to develop, devices for which their music streaming service is preloaded, creating a visibility advantage. If we are unable to compete successfully for users against other digital media providers by maintaining and increasing our presence and visibility online, on mobile devices, and in application stores, our number of Premium subscribers and songs streamed on our service may fail to increase or may decline and subscription fees and advertising sales may suffer. See “Risk Factors — Risks Related to Our Business Model, Strategy, and Performance— If our efforts to attract prospective users, retain existing users, and effectively monetize our products and services are not successful, our growth prospects and revenue will be adversely affected” and “Risk Factors—Risks Related to Our Business Model, Strategy, and Performance—We face significant competition from companies that operate in the steaming video-based industry and entertainment video business generally and we compete with these companies for users, content providers and advertisers.”
We compete for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors including perceived return on investment, effectiveness and relevance of advertising products, pricing structure, and ability to deliver large volumes or precise types of advertisements to targeted user demographic pools. We also compete for advertisers with a range of internet companies, including major internet portals, search engine companies, social media sites, and applications, as well as traditional advertising channels such as terrestrial radio.
Failure to compete successfully against our current or future competitors could result in loss of current or potential advertisers, a reduced share of our advertisers’ overall marketing budget, loss of existing or potential users, or diminished brand strength, which could adversely affect our pricing and margins, lower revenue, increase research and development and marketing expenses, and prevent us from achieving profitability.
Our products are highly technical and may contain undetected errors, bugs, or vulnerabilities, which could manifest in ways that could seriously harm our reputation and our business.
Many of the products we offer are highly technical and complex. These products or any other product we may introduce in the future may contain undetected hardware errors, software bugs, and other vulnerabilities. These errors, bugs, and vulnerabilities can manifest in any number of ways in our products, including through diminished performance, security incidents, malfunctions, service disruptions, or even permanently disabled products. We have a practice of rapidly updating our products, and as a result some errors, bugs, or vulnerabilities in our products may be discovered only after a product has been used and may in some cases be detected only under certain circumstances or after extended use. Additionally, many of our products are available on multiple operating systems and/or multiple devices offered by different manufacturers, and changes or updates to such operating systems or devices may cause errors or functionality problems in our products, including rendering our products inoperable by some users. Our products operate in conjunction with, and we are dependent upon, third-party products and services, and any error or bug in one of these third-party products or services could thwart our users’ ability to access our products and services, present a security vulnerability, and harm our reputation. Additionally, any errors, bugs, or other vulnerabilities discovered in our code or backend after release could damage our reputation, drive away users, allow third parties to manipulate or exploit our software, lower revenue, impact the stability or accuracy of our user metrics or other estimates, and expose us to claims for damages, any of which could seriously harm our business. Additionally, errors, bugs, or other vulnerabilities may-either directly or if exploited by third parties-affect our ability to make accurate royalty payments. See “Risks Related to Intellectual Property— Our royalty payment scheme is complex, and it is difficult to estimate the amount payable under our license agreements or relevant statutes.”
We could also face claims for product liability, tort, or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm our reputation and our business. In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed.
20
Interruptions, delays or discontinuations in service arising from our own systems or from third parties could impair the delivery of our service and harm our business.
We rely on systems housed in our own facilities and upon third parties, including bandwidth providers and third-party “cloud” data storage services, to enable our users to receive our content in a dependable, timely, and efficient manner. We have experienced and may in the future experience periodic service interruptions and delays involving our own systems and those of third parties that we work with. Both our own facilities and those of third parties are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They also are subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, technical, and cyber security measures, terrorist acts, natural disasters, human error, the financial insolvency of third parties that we work with, and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in our service and to unauthorized access to, or alteration of, the content and data contained on our systems and that these third parties store and deliver on our behalf. Any disruption in the services provided by these third parties could materially adversely impact our business reputation, customer relations, and operating results.
If we fail to accurately predict, recommend, and play music that our users enjoy, we may fail to retain existing users and attract new users in sufficient numbers to meet investor expectations for growth or to operate our business profitably.
Our system for predicting user music preferences and selecting music tailored to our users’ individual music tastes is based on advanced data analytics systems and proprietary algorithms. While we have invested, and will continue to invest, significant resources in refining these technologies; however, these investments may not yield an attractive return and such refinements may not be effective. The effectiveness of our ability to predict user music preferences and select music tailored to our users’ individual music tastes depends in part on our ability to gather and effectively analyze large amounts of user data. In addition, our ability to offer users songs that they have not previously heard and impart a sense of discovery depends on our ability to acquire and appropriately categorize additional songs that will appeal to each user’s diverse and changing tastes. Although we have a large catalogue of songs available to stream, we may not be able to effectively identify and analyze additional songs that our users will enjoy. Our ability to predict and select music content that our users enjoy is critical to our service and failure to make accurate predictions could materially adversely affect our ability to adequately attract and retain users, increase hours spent by users consuming video and audio content on our app (“Content Hours”), and sell advertising to meet investor expectations for growth or to operate the business profitably.
If we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.
Our rapid growth has placed, and will continue to place, significant demands on our management and operational and financial infrastructure. In order to attain and maintain profitability, we will need to recruit, integrate, and retain skilled and experienced personnel who can demonstrate our value proposition to users, advertisers, and business partners and who can increase the monetization of the music streamed on our service, particularly on mobile devices. Continued growth also could strain our ability to maintain reliable service levels for our users, effectively monetize the music streamed, develop and improve our operational and financial controls, and recruit, train, and retain highly skilled personnel. If our systems do not evolve to meet the increased demands placed on us by an increasing number of advertisers, we also may be unable to meet obligations under advertising agreements with respect to the delivery of advertising or other performance obligations. As our operations grow in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure, which will require significant expenditures and allocation of valuable technical and management resources. If we fail to maintain efficiency and allocate limited resources effectively in our organization as we grow, our business, operating results, and financial condition may suffer.
We have incurred significant operating losses in the past, and we may not be able to generate sufficient revenue to be profitable, or to generate positive cash flow on a sustained basis. In addition, our revenue growth rate may decline.
Since our inception, we have incurred significant operating losses. For the years ended December 31, 2024, and 2023, our operating losses were $62,139,512 and $14,557,807, respectively. Historically, we have incurred significant costs to license content and continue to pay royalties to music labels, publishers, and other copyright holders. Starting in 2024, following the OSN+ transaction, substantial video content costs have further contributed to our annual losses. If we are unable to scale our revenue meaningfully, it will hinder our ability to achieve profitability or generate sustained positive cash flow.
21
In the future, our revenue growth rate may decline because of a variety of factors, including increased competition and the maturation of our business. We cannot assure you that our revenue will continue to grow or will not decline. You should not consider our historical revenue growth or operating expenses as indicative of our future performance. If our revenue growth rate declines or our operating expenses exceed our expectations, our financial performance will be adversely affected.
Additionally, we also expect our costs to increase in future periods, which could negatively affect our future operating results and ability to achieve profitability. We expect to continue to expend substantial financial and other resources on:
| ● | securing top quality audio and video content from leading music labels, distributors, aggregators, as well as the publishing right to the underlying musical compositions; |
| ● | creating new forms of original content; |
| ● | our technology infrastructure, including website architecture, development tools, scalability, availability, performance, security, and disaster recovery measures; |
| ● | research and development, including investments in our research and development team and the development of new features; and |
| ● | sales and marketing; |
| ● | general administration, including legal and accounting expenses, related to being a public company. |
These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our business, operating results, and financial condition could be harmed.
Our ability to increase the number of users will depend in part on our ability to distribute our service, which may be affected by third-party interference beyond our control.
The use of our service depends on the ability of our users to access the internet, our website, and the Anghami and OSN+ apps. Enterprises or professional organizations, including governmental agencies, could block access to the internet, our website, and the Anghami and OSN+ apps for a number of reasons such as security or confidentiality concerns or regulatory reasons that could adversely impact our user base.
Additionally, we distribute our applications via smartphone and tablet application download stores managed by Amazon, Apple, Google, and Microsoft, among others. Certain of these companies are now, and others may in the future become, our competitors, and could stop allowing or supporting access to our service through their products, could allow access for us only at an unsustainable cost, or could make changes to the terms of access in order to make our service less desirable or harder to access, for competitive reasons.
We rely on advertising revenue from our Ad-Supported Free music service and our video Ad Tier subscription service, and any failure to convince advertisers of the benefits of the Ad-Supported Free music service and video Ad Tier subscription in the future could harm our business, operating results, and financial condition.
Our ability to attract and retain advertisers, and ultimately to generate advertising revenue, depends on a number of factors, including:
| ● | increasing the number of hours Ad-Supported Free music service users and video Ad Tier subscribers spend listening to music, watching video content or otherwise engaging with content; |
| ● | increasing the number of Ad-Supported Free music service users and video Ad Tier subscribers; |
22
| ● | keeping up with advancements in technology; |
| ● | competing effectively for advertising dollars from other online and mobile music streaming and media companies; |
| ● | maintaining and growing relationships with marketers, agencies, and other demand sources who purchase advertising inventory from us; and |
| ● | continuing to develop and diversify our advertisement platform, which currently includes delivery of advertising products through multiple delivery channels, including traditional computers, mobile, and other connected devices. |
We may not succeed in capturing a greater share of our advertisers’ core marketing budgets, particularly if we are unable to achieve the scale, reach, products, and market penetration necessary to demonstrate the effectiveness of our advertising solutions, or if our advertising model proves ineffective or not competitive when compared to other alternatives and platforms through which advertisers choose to invest their budgets. Failure to grow the user and subscriber base of the Ad-Supported Free music service and the video Ad Tier subscription, and to effectively demonstrate the value of these services to advertisers could result in loss of, or reduced spending by, existing or potential future advertisers, which would materially harm our business, operating results, and financial condition.
Negative media coverage could adversely affect our business.
We receive a high degree of media coverage in the MENA Operating Area. Unfavorable publicity regarding, for example, payments to music labels, publishers, artists, and copyright owners, our privacy practices, terms of service, service changes, service quality, litigation or regulatory activity, government surveillance, the actions of our advertisers, the actions of our developers whose services are integrated with our service, the use of our service for illicit, objectionable, or illegal ends, the actions of any users, the quality and integrity of content shared on our service, or the actions of other companies that provide similar services to it, could materially adversely affect our reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our user base and result in decreased revenue, which would materially adversely affect our business, operating results, and financial condition.
Our business depends on a strong brand, and any failure to maintain, protect, and enhance the brand would hurt our ability to retain or expand our base of users, Premium subscribers, and advertisers.
We have developed a strong brand that we believe has contributed significantly to the success of our business. Maintaining, protecting, and enhancing the “Anghami” brand is critical to expanding our base of Ad-Supported Free music service users, Premium subscribers, and advertisers. With the OSN+ transaction, we have also added the “OSN+” brand to our portfolio—a well-established and trusted name in video streaming across the MENA region—which further strengthens our positioning and brand recognition in the broader digital entertainment space. Maintaining, protecting, and enhancing our brand will depend largely on our ability to continue to develop and provide an innovative and high-quality experience for our users and to attract advertisers, content owners, mobile device manufacturers, and other consumer electronic product manufacturers to work with us, which we may not do successfully. If we do not successfully maintain a strong brand, our business could be harmed.
Our brand may be impaired by a number of other factors, including any failure to keep pace with technological advances on our platform or with our service, slower load times for our service, a decline in the quality or quantity of the content available, a failure to protect intellectual property rights, or any alleged violations of law, regulations, or public policy. Additionally, the actions of our developers, advertisers, and content partners may affect our brand if users do not have a positive experience using third-party applications or websites integrated with us or that make use of our content.
Our trademarks, trade dress, and other designations of origin are important elements of our brand. We have registered “Anghami” and other marks as trademarks in New York, UK, Switzerland, UAE, Saudi Arabia, Lebanon, Egypt, Jordan, and certain other jurisdictions. Nevertheless, competitors or other companies may adopt marks similar to us or use our marks and confusingly similar terms as keywords in internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly leading to confusion among our users. Whether or not our trademark applications are denied, third parties may claim that our trademarks infringe upon their rights. As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand in those or other jurisdictions. Doing so could harm our brand or brand recognition and adversely affect our business, financial condition, and results of operation.
23
Various regulations related to privacy and data security concerns pose the threat of lawsuits and other liability, which requires us to expend significant resources, and may harm our business, operating results, and financial condition.
We collect and use personal and other information from and about our users as they interact with our Service. Various laws and regulations govern the collection, use, retention, sharing, and security of the data we receive from and about our users. Privacy groups and government bodies have increasingly scrutinized the ways in which companies link personal identities and data associated with particular users or devices with data collected through the internet, and we expect such scrutiny to continue to increase. Alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose us to potential liability and may require us to expend significant resources in responding to and defending such allegations and claims. Claims or allegations that we have violated laws and regulations relating to privacy and data security could in the future result in negative publicity and a loss of confidence by our users and partners. Such claims or allegations also may subject us to fines, including by data protection authorities and credit card companies, and could result in the loss of our ability to accept credit and debit card payments.
Additionally, the regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Our business, including our ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our website, services, features, or our privacy policy. Our business could be harmed by any significant change to applicable laws, regulations, or industry practices regarding the use of our users’ personal data, for example regarding the manner in which disclosures are made and how the express or implied consent of users for the use of personal data is obtained. Such changes may require us to modify our services and features, possibly in a material manner, and may limit our ability to develop new services and features that make use of the data that users voluntarily share. In addition, some of our developers or other partners, such as those that help measure the effectiveness of ads, may receive or store information provided by us or by users through mobile or web applications integrated with our service. We provide limited information to such third parties based on the scope of services provided. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, our data or our users’ data may be improperly accessed, used, or disclosed.
The European Union General Data Protection Regulation (“GDPR”) came into effect on May 25, 2018, and required us to change our privacy and data security practices. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, requiring expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements, and higher standards for data controllers to demonstrate that they have obtained valid consent or have another legal basis in place to justify their data processing activities. The GDPR provides that EU member states may make their own additional laws and regulations in relation to certain data processing activities, which could limit our ability to use and share personal data or could require localized changes to our operating model. Under the GDPR, fines of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, may be assessed for non-compliance. These new laws also could cause our costs to increase and result in further administrative costs to providing our service.
We may find it necessary or desirable to join self-regulatory bodies or other privacy-related organizations that require compliance with their rules pertaining to privacy and data security. We also may be bound by contractual obligations that limit our ability to collect, use, disclose, share, and leverage user data and to derive economic value from it. New laws, amendments to, or reinterpretations of existing laws, rules of self-regulatory bodies, industry standards, and contractual obligations, as well as changes in our users’ expectations and demands regarding privacy and data security, may limit our ability to collect, use, and disclose, and to leverage and derive economic value from user data. Restrictions on our ability to collect, access and harness user data, or to use or disclose user data or any profiles that we develop using such data, may require us to expend significant resources to adapt to these changes.
This would in turn limit our ability to stream personalized music content to our users and offer targeted advertising opportunities to our Ad-Supported Free service users.
In addition, any failure or perceived failure by us to comply with privacy or security laws, policies, legal obligations, industry standards, or any security incident that results in the unauthorized release or transfer of personal data may result in governmental enforcement actions and investigations, including fines and penalties, enforcement orders requiring us to cease processing or operate in a certain way, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Such failures could have a material adverse effect on our financial condition and operations. If the third parties we work with (for example, cloud-based vendors) violate applicable laws or contractual obligations or suffer a security breach, such violations also may put us in breach of our obligations under privacy laws and regulations and/or could in turn have a material adverse effect on our business.
24
We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, self-regulatory bodies, industry standards, and contractual obligations.
Increased regulation of data capture, analysis, and utilization and distribution practices, including self-regulation and industry standards, could increase our cost of operation, limit our ability to grow our operations, or otherwise adversely affect our business, operating results, and financial condition.
We are subject to a number of risks related to credit card and debit card payments we accept.
We accept payments using a variety of methods, including credit and debit card transactions. For credit and debit card payments, we pay interchange and other transaction fees, which may increase over time. An increase in those fees would require us to either increase the prices we charge for our Premium Service, which could cause us to lose Premium subscribers and subscription revenue or suffer an increase in our costs without a corresponding increase in the price we charge for our Premium Service. In either case, our business, operating results, and financial condition could be negatively affected.
We rely on third-party service providers for payment processing services. Our business could be materially disrupted if these third-party service providers become unwilling or unable to provide these services to us. If we or our service providers for payment processing services have problems with our billing software, or the billing software malfunctions, it could have a material adverse effect on our user satisfaction and could cause one or more of the major credit card companies to disallow our continued use of their payment products. In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our Premium subscriber’s credit cards on a timely basis or at all, our business, financial condition, and results of operations could be materially adversely affected.
We are also subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply. Any failure to comply with these rules or requirements may subject us to higher transaction fees, fines, penalties, damages, and civil liability, and may result in the loss of our ability to accept credit and debit card payments. Further, there is no guarantee that, even if we are in compliance with such rules or requirements, such compliance will prevent illegal or improper use of our payment systems or the theft, loss, or misuse of data pertaining to credit and debit cards, credit and debit card holders, and credit and debit card transactions. Certain payment card associations have proposed additional requirements for trial offers for automatic renewal subscription services, which may hinder our ability to attract or retain Premium subscribers.
If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures, and significantly higher credit card-related costs, each of which could adversely affect our business, financial condition, and results of operations. If we are unable to maintain our chargeback rate or refund rates at acceptable levels, credit card and debit card companies may increase our transaction fees or terminate their relationships with us. The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to operate our business.
We are subject to a number of risks related to other payment solution providers.
We accept payments through various payment solution providers, such as Telco integrated billings and prepaid codes vendors. These payment solution providers provide services to us in exchange for a fee and settlement terms, which may be subject to change, impacting our profitability and cash position. Furthermore, we rely on their accurate and timely reports on sales and redemptions. If such accurate and timely reports are not being provided, it will affect the accuracy of our reports to our licensors and the accuracy of our financial reporting. In addition, our ability to provide subscription service depends on the performance of such payment solution providers. If these service providers face technical issues that result in service downtime, our ability to generate subscription revenue could be adversely impacted.
25
Emerging industry trends in digital advertising may pose challenges for our ability to forecast or optimize our advertising inventory, which may adversely impact the Ad-Supported Free music service revenue and video Ad Tier subscription.
The digital advertising industry is introducing new ways to measure and price advertising inventory. In the absence of a uniform industry standard, agencies and advertisers have adopted several different measurement methodologies and standards. In addition, measurement services may require technological integrations, which are still being evaluated by the advertising industry without an agreed-upon industry standard metric. As these trends in the industry continue to evolve, our advertising revenue may be adversely affected by the availability, accuracy, and utility of the available analytics and measurement technologies as well as our ability to successfully implement and operationalize such technologies and standards.
Further, the digital advertising industry is shifting to data-driven technologies and advertising products, such as automated buying. These data-driven advertising products and automated buying technologies allow publishers and advertisers to use data to target advertising toward specific groups of users who are more likely to be interested in the advertising message delivered to them. These advertising products and programmatic technologies are currently more developed in terms of advertising technology and industry adoption on the web than they are on mobile or on other software applications and may not integrate with our desktop software version of the Ad-Supported Free service. Because the majority of our Ad-Supported Free service user hours occur on mobile devices, if we are unable to deploy effective solutions to monetize the mobile device usage by Ad-Supported Free service user base, our ability to attract advertising spend, and ultimately advertising revenue, may be adversely affected by this shift.
Our operating results may fluctuate, which makes our results difficult to predict.
Our revenue and operating results could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed herein, factors that may contribute to the variability of our quarterly and annual results include:
| ● | our ability to retain current user base and to increase users’ engagement and time spent streaming content; |
| ● | our ability to effectively manage growth; |
| ● | our ability to attract and retain existing advertisers and prove that our advertising products are effective enough to justify a pricing structure that is profitable; |
| ● | the effects of increased competition on our business; |
| ● | our ability to keep pace with changes in technology and competitors; |
| ● | lack of accurate and timely reports and invoices from rights holders and partners; |
| ● | interruptions in service, whether or not we are responsible for such interruptions, and any related impact on our reputation; |
| ● | our ability to pursue and appropriately time our entry into new geographic or content markets and, if pursued, our management of this expansion; |
| ● | costs associated with defending any litigation, including intellectual property infringement litigation; |
| ● | the impact of general economic conditions on our revenue and expenses; and |
| ● | changes in regulations affecting our business. |
26
Seasonal variations in user and marketing behavior also may cause fluctuations in our financial results. We expect to experience some effects of seasonal trends in user behavior due to increased internet usage and sales of streaming service subscriptions and devices during holiday periods, such as New Year’s Eve, Eid, and Christmas. We also may experience higher advertising sales during such increased usage periods and incur greater marketing expenses as we attempt to attract new users and Premium subscribers. On the other hand, we expect to experience some effects of seasonal trends in user behavior due to decreased consumer consumption during Ramadan. In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety of other factors, many of which are outside our control.
If currency exchange rates fluctuate substantially in the future, the results of our operations could be adversely affected.
We remain exposed to currency fluctuations, particularly in Egypt and Lebanon.
In Egypt, the Egyptian Pound (EGP) experienced further devaluation in 2024, with the USD/EGP rate weakening from 30.7 on January 1 to approximately 50.8 by December 31 — a drop of nearly 40%. This sharp decline has had a significant adverse impact on our revenue in Egypt, which remains our largest market. In response, we have adjusted pricing on key Telco plans to partially help offset the currency impact.
In Lebanon, while the Lebanese Pound (LBP) underwent steep devaluation in previous years, it has remained relatively stable throughout 2024, averaging around 90,000 LBP per USD. This stability has allowed for more predictable financial planning in that market.
We continue to monitor these currencies closely. While we have explored limited hedging strategies to manage foreign exchange risk, such measures are not expected to fully eliminate the potential impact on our operating results.
The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.
Our financial performance is subject to worldwide economic conditions and their impact on levels of advertising spending. Expenditures by advertisers generally tend to reflect overall economic conditions, and to the extent that the economy continues to stagnate, reductions in spending by advertisers could have a material adverse impact on our business. Historically, economic downturns have resulted in overall reductions in advertising spending. Economic conditions may adversely impact levels of consumer spending, which could adversely impact the number of users who purchase our Premium services on our website and mobile application.
Consumer purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is adversely affected. To the extent that overall economic conditions reduce spending on discretionary activities, our ability to retain current and obtain new Premium subcribers could be hindered, which could reduce our subscription revenue and negatively impact our business.
27
Risks Related to Tax
We are a multinational company that faces complex taxation regimes in various jurisdictions. Audits, investigations, and tax proceedings could have a material adverse effect on our business, operating results, and financial condition.
We are subject to income and non-income taxes in numerous jurisdictions. Income tax accounting often involves complex issues, and judgment is required in determining our worldwide provision for income taxes and other tax liabilities, if any. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax reserves as well as tax liabilities going forward. In addition, the application of withholding tax, value added tax, goods and services tax, sales tax and other non-income taxes is not always clear, and we may be subject to tax audits relating to such withholding or non-income taxes. We believe that our tax positions are reasonable and that the tax reserves are adequate to cover any potential liability. However, tax authorities in certain jurisdictions may disagree with our position, including the propriety of our related party arm’s length transfer pricing policies and the tax treatment of corresponding expenses and income. If any of these tax authorities were successful in challenging our positions, we may be liable for additional income tax and penalties and interest related thereto in excess of any reserves established therefor, which may have a significant impact on our results and operations and future cash flow. Additionally, changes in tax laws, treaties, or regulations or their interpretation or enforcement are unpredictable. Any of these occurrences could have a material adverse effect on the results of our operations and financial condition.
The IRS may not agree that we should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
For U.S. federal income tax purposes, a corporation is generally considered to be a tax resident in the jurisdiction of organization or incorporation. Accordingly, because we are incorporated under the laws of the Cayman Islands, we are classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If we were to be treated as a U.S. corporation for U.S. federal income tax purposes, we could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to our non-U.S. holders could be subject to U.S. withholding tax.
Further, the rules for determining ownership under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the U.S. Internal Revenue Service (the “IRS”) would not assert a contrary position to those described above or that such an assertion would not be sustained by a court in the event of litigation.
If we are or become a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of ordinary shares could be subject to adverse United States federal income tax consequences.
If we are or become a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds ordinary shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. PFIC status depends on the composition of a company’s income and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Based on the projected composition of our income and assets, including goodwill, we may be classified as a PFIC for our current taxable year or in the foreseeable future. There can be no assurance that we will not be treated as a PFIC for any taxable year.
28
If we are treated as a PFIC, a U.S. holder of ordinary shares could be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. Certain elections (including a qualified electing fund (“QEF”) or a mark-to-market election) may be available to U.S. holders of ordinary shares to mitigate some of the adverse tax consequences resulting from PFIC treatment.
If a United States person is treated as owning at least 10% of our shares, such person may be subject to adverse U.S. federal income tax consequences.
If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” of us and each of our direct and indirect subsidiaries (the “Anghami Inc. Group”) that is a “controlled foreign corporation.” If the Anghami Inc. Group includes one or more U.S. subsidiaries, under recently enacted rules, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether we are treated as a controlled foreign corporation (although there are currently proposed Treasury Regulations that may significantly limit the application of these rules).
A United States shareholder of a controlled foreign corporation may be required to report annually and include in U.S. taxable income its (i) pro rata share of the controlled foreign corporation’s “Subpart F income” and (in computing its “global intangible low-taxed income”) “tested income” and (ii) pro rata share of the amount of U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due from starting. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist holders in determining whether any of our non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any holder is treated as a United States shareholder with respect to any of such controlled foreign corporations. We also cannot provide any assurances that we will furnish to any holder information that may be necessary to comply with reporting and tax paying obligations.
Risks Related to Doing Business in Jurisdictions in Which We Operate
Continued hostilities and unrest in the MENA Region or changes in the economic, social and political environment in the MENA Region could have an adverse impact on our business.
It is difficult for us to predict the consequences of any political and socio-economic change that may be brought about as a result of the unrest in several countries in the MENA Region, or what the implications of such changes will be on our operations given that legislative, tax and business environments can be altered quickly and dramatically. Accordingly, our ability to operate our businesses regularly and our willingness to commit new resources or investments may be affected or disrupted, potentially with corresponding reductions in revenue, more aggressive taxation policies, increases in other expenses, restrictions on repatriating funds and difficulties in recruiting staff. Such risks may have a material adverse effect on our business, financial condition, results of operations and/or prospects.
Additionally, as a substantial part of our assets and operations are currently located in jurisdictions which are, have been, or could in the future be subject to political, economic and social instability, our operating results were and will be affected by any economic, social and political developments that affect each of the countries in which we operate and, in particular, by the level of economic activity. Economic, social and political instability leads to uncertainty over future economic conditions and policy decisions. Prolonged disruptions of business operations due to any political or social instability could adversely affect our business.
Further incidents of political or social instability, terrorism, protests or violence may directly or indirectly affect the economies of the markets in which we operate, which, in turn, could have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.
29
We are subject to the economic and political conditions of operating in an emerging market and operates against a backdrop of continued instability and unrest in the Middle East.
Our headquarters are in the UAE and, accordingly, our results of operations are, and will continue to be, generally affected by financial, economic and political developments in or affecting Abu Dhabi, the UAE and the Middle East. It is not possible to predict the occurrence of events or circumstances, such as war or hostilities, or the impact of such occurrences, and no assurance can be given that we would be able to sustain the operation of our business if adverse political events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE or the regional economy could have an adverse effect on our business, financial condition, results of operations and prospects.
Although economic growth rates in the UAE remain above those of many more developed, as well as regional, markets, the UAE has experienced volatile economic growth in recent years. Economic growth or performance in the UAE, in general, may not be sustained. The UAE’s wealth remains largely based on oil and gas. Despite the UAE being viewed as being less vulnerable than some of our neighbors, due to the growth in the non-oil sector and the sizeable wealth of the government of Abu Dhabi, fluctuations in energy prices have an important bearing on economic growth. To the extent that economic growth or performance in the UAE subsequently declines, our business, financial condition and results of operations may be adversely affected. In addition, the implementation by the governments of the UAE of restrictive fiscal or monetary policies or regulations (including in respect of interest rates), the implementation of new legal interpretations of existing regulations, and the introduction of taxation or exchange controls could have a material adverse effect on our business, financial condition, results of operations and prospects.
While the UAE is seen as a relatively stable political environment, certain other jurisdictions in the Middle East are not. There is a risk that regional geopolitical instability could impact the UAE. Instability in the Middle East may result from a number of factors, including government or military regime change, civil unrest, or terrorism.
In addition, operating in Egypt and Lebanon also comes with potential political and economic risks. Egypt has a history of political instability, including protests and military coups, which can disrupt economic activities. The country also faces rising inflation and strain on the currency, which has been significantly devalued since 2022. Meanwhile, Lebanon grapples with ongoing economic crises and political instability. Furthermore, the war in Gaza has had a significant impact on businesses in the Middle East, particularly in the entertainment and media sectors, with disruptions to investments, advertising activities, and live events. Any of the foregoing circumstances could have a material adverse effect on the political and economic stability of the Middle East in general and on the countries that we operate in and, consequently, could have an adverse effect on our business, financial condition, results of operations and prospects.
It is not possible to predict the occurrence of events or circumstances such as terrorism, war, or hostilities, or, more generally, the financial, political, and economic conditions prevailing from time to time, or the impact of such occurrences or conditions. No assurance can be given that we would be able to be profitable if adverse financial, political or economic events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE, Egypt, Lebanon or the regional economy, or political upheaval therein, could have an adverse effect on our business, results of operations and financial condition. Investors should also note that our business and financial performance could be adversely affected by political, economic or related developments both within and outside the MENA Region because of interrelationships within the global financial markets.
Prospective investors should also be aware that investments in emerging markets, such as the UAE, are subject to greater risks than those in more developed markets. The economy of the UAE, like those of many emerging markets, has been characterized by significant government involvement through direct ownership of enterprises and extensive regulation of market conditions, including foreign investment, foreign trade and financial services. While the policies of the local and central governments of the UAE generally resulted in improved economic performance in previous years, there can be no assurance that these levels of performance can be sustained.
30
Global economic uncertainty and unfavorable global economic conditions caused by political instability, and conflicts, such as the wars in Gaza and in Russia-Ukraine, could adversely affect our business, financial condition, results of operations or prospects.
Our business, financial condition, results of operations or prospects could be adversely affected by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn, increased inflation, and economic uncertainties in various global markets caused by political instability and conflict, such as the wars in Gaza and in Russia-Ukraine, or additional global financial crises, could result in a variety of risks to our business. Such risks include weakened demand for our products or our inability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current conflicts, political conditions, economic climate, and financial market conditions could adversely impact our business.
Our business operations could be adversely affected by terrorist attacks and political instability, and other events beyond our control.
Terrorist activity in the MENA Region stemming from the ongoing political instability and civil war in certain countries, including Syria and Iraq, has had an adverse effect on consumer appetite and demand in general. There have been a number of terrorist attacks in various countries, which are claimed to be conducted by the terrorist organization. Despite the recent loss of military strength and territory of such organization in Syria and Iraq, there is no assurance that no such attempts will be carried out in the near future. The MENA Region has generally also experienced domestic political instability caused by ethnic separatist groups. Our business, financial condition, results of operations or liquidity could be adversely affected if such terrorist activity heightens and spreads into cities where we operate.
We do business in locations where we are exposed to a greater-than-average risk of adverse sovereign action.
We do business in locations where we are exposed to a greater-than-average risk of adverse sovereign action, including overt or effective expropriation or nationalization of property. Furthermore, relatively high commodity prices and other factors in recent years have resulted in increased resource nationalization in some countries, with governments repudiating or renegotiating contracts with, and expropriating assets from, companies that are producing in such countries. Governments in these countries may decide not to recognize previous arrangements if they regard them as no longer being in the national interest. Governments may also implement export controls on commodities regarded by them as strategic or place restrictions on foreign ownership or operation of strategic assets. Governments of the countries in which we operate may adopt nationalization, expropriation, or export control policies going forward. Expropriation of assets, renegotiation or nullification of existing agreements, leases or permits by the governments of countries in which we operate, could each have a material adverse effect on our business, results of operations, financial condition and/or prospects.
Additionally, although not direct sovereign actions, certain countries have passed laws to favor their own economic growth. For instance, since 2023, Saudi Arabia no longer signs contracts with foreign companies that do not have regional headquarters in the kingdom. If the governments of countries in which we operate create similar requirements, we could be required to expend additional resources to meet such requirements. This could adversely affect our business, results of operations, and financial condition.
We operate in regions where corrupt behavior exists that could impair our ability to do business in the future or result in significant fines or penalties.
We do business, and may continue to do business in the future, in countries and regions where governmental corruption has been known to exist, and where we may face, directly or indirectly, corrupt demands by officials, or the risk of unauthorized payments or offers of payments by one of our employees, consultants, sponsors or agents. Our existing anti-corruption safeguards and policies and any future improvements thereon may prove to be not fully effective in preventing such unauthorized payments, and our employees and consultants may engage in conduct for which we might be held responsible. While we are committed to conducting business in a legal and ethical manner, there is a risk of violating applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or keeping business. Violation of these laws may result in severe criminal or civil sanctions or other liabilities that could materially damage our reputation and, therefore, our business, results of operations and financial condition.
31
Risks Related to Owning Our Securities
The trading price of our ordinary shares has been and will likely continue to be volatile.
The trading price of our ordinary shares has been and is likely to continue to be volatile. From January 1 to December 31, 2024, the closing price of our ordinary shares ranged between $0.68 and $2.00. The market price of our ordinary shares may fluctuate or decline significantly in response to the factors enumerated in this report, as well as other factors, many of which are beyond our control, including:
| ● | quarterly variations in our results of operations or those of our competitors; |
| ● | the accuracy of our financial guidance or projections; |
| ● | our announcements or our competitors’ announcements regarding new services, enhancements, significant contracts, acquisitions, or strategic investments; |
| ● | the overall performance of the equity markets, including fluctuations due to general economic uncertainty or negative market sentiment; |
| ● | any major change in our board of directors or management; |
| ● | publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and |
| ● | the exercises of our warrants or redemptions of warrants by us; and sales or expected sales, or repurchases or expected repurchases, of our ordinary shares by us, and our officers, directors, and significant shareholders. See “Future sales, or the perception of future sales, of our ordinary shares and/or warrants being offered by us or our existing securityholders may cause the market price of such securities to decline significantly.” |
In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of those companies. Price volatility over a given period may cause the average price at which the Company repurchases its ordinary shares to exceed the trading price at a given point in time. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results, and financial condition.
An active and liquid trading market for our ordinary shares may not develop, the market price may be volatile, and investors may suffer a loss.
Our shares have been listed on Nasdaq since February 4, 2022. However, there can be no assurance that an active and liquid trading market for our ordinary shares will develop or be maintained. Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. The actual market price of the ordinary shares may fluctuate because of several factors, including those described in this “Risk Factors” section may not reflect our actual operating performance and may be lower than the price investors paid to purchase the ordinary shares.
32
If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market LLC, our ordinary shares could be delisted from Nasdaq.
Our ordinary shares are currently listed on Nasdaq. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including, among others, those regarding minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).
The Nasdaq listing rules require listed securities to maintain a minimum bid price of $1.00 per share. The Company’s ordinary shares do not currently meet this requirement. On February 21, 2025, the Company transferred the listing of its ordinary shares to Nasdaq Capital Market and received an extension of the deadline to regain compliance with Nasdaq’s $1 bid price requirement for its ordinary shares until August 18, 2025. In the event that our ordinary shares are delisted from Nasdaq and is not eligible for quotation on another market or exchange, trading of our ordinary shares could be conducted in the over-the-counter market established for unlisted securities, such as the OTC Markets. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our ordinary shares, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our ordinary shares to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.
The issuance of ordinary shares upon conversion of the Senior Unsecured Convertible Note could substantially dilute your investment, adversely affect the market price of our ordinary shares and could impede our ability to obtain additional financing.
On December 16, 2024, we entered into a Convertible Note Purchase Agreement (the “Note Purchase Agreement”) with OSN Streaming Limited (“OSN”). Pursuant to the terms of the Note Purchase Agreement, OSN may purchase up to $55,000,000 of senior unsecured convertible notes (the “Convertible Notes”). On December 16, 2024, OSN purchased $12,000,000 of Convertible Notes and on February 7, 2025, it purchased an additional $20,000,000 of Convertible Notes. As a result, OSN has the right to purchase up to an additional $23,000,000 of Convertible Notes in accordance with the terms of the Note Purchase Agreement. The Convertible Notes accrue interest at 11.0% per annum, which is payable in kind (“PIK Interest”) and the accrued PIK Interest is added to the outstanding principal amount of the Convertible Notes on a monthly basis. OSN may, at its sole discretion, elect to convert any portion of the outstanding principal amount of the Convertible Notes and the accrued and unpaid PIK Interest thereon into our ordinary shares at a per share conversion price equal to (i) $2.50, if such conversion occurs before the December 16, 2025, (ii) $2.75, if such conversion occurs on or after December 16, 2025 and before December 16, 2026, or (iii) $3.00, if such conversion occurs on or after December 16, 2026. Notwithstanding the foregoing, OSN may not convert any PIK Interest into ordinary shares without providing written notice to the Company of its intention to do so, which shall not be effective until the 61st day after such notice is delivered to the Company. OSN may waive this requirement by providing written notice to the Company, which shall not be effective until the 61st day after such notice is delivered to the Company. The outstanding principal amount of the Convertible Notes and the accrued and unpaid PIK Interest thereon will be automatically converted into ordinary shares at a per share conversion price equal to $3.00 on December 16, 2027 (subject to any adjustment pursuant to the terms of the Convertible Notes).
If OSN purchase the full $55,000,000 of principal amount of Convertible Notes under the Note Purchase Agreement, such Convertible Notes would be convertible into up to 22,000,000 shares plus the number of any shares issuable for PIK Interest accrued on the Convertible Notes.
We have no control over whether or when the holder will exercise its right to convert the Convertible Notes. The existence and potentially dilutive impact of the conversion of the Convertible Notes could substantially dilute your investment, adversely affect the market price of our ordinary shares and could impede our ability to obtain additional financing.
There can be no assurance that our warrants will be in-the-money at any time, and they may expire worthless.
The exercise price for our public, service and private placement warrants is $11.50 per ordinary share. There can be no assurance that our warrants will be in-the-money at any time that our warrants are exercisable and prior to their expiration, and as such, our warrants may expire worthless. We cannot provide assurance that the trading price of our ordinary shares will be attractive to exercise our outstanding warrants.
33
The exercise of our warrants would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
As of December 31, 2024, we had 10,000,000 public warrants outstanding and 872,800 private placement warrants. In addition, as part of the OSN transaction, OSN purchased warrants to acquire up to 13,426,246 ordinary shares, which warrants have substantially similar terms, including exercise price, to the public warrants. To the extent our warrants are exercised, additional ordinary shares will be issued, which will result in dilution to the holders of ordinary shares. This could potentially increase the number of shares eligible for resale in the public market, which could cause a decline in the price of our ordinary shares. Sales of substantial numbers of ordinary shares in the public market could adversely affect the market price of our ordinary shares and warrants. See “Future sales, or the perception of future sales, of our ordinary shares and/or warrants being offered by us or our existing securityholders may cause the market price of such securities to decline significantly.”
Future sales, or the perception of future sales, of our ordinary shares and/or warrants being offered by us or our existing securityholders may cause the market price of such securities to decline significantly.
The sale of substantial amounts of our ordinary shares or warrants, or the perception that such sales could occur, could harm the prevailing market price of shares of our ordinary shares and warrants. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We believe that the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of the warrants (on a per share basis), we believe warrant holders will be unlikely to exercise the warrants.
Offers or availability for sale of a substantial number of shares of our ordinary shares may cause the price of our ordinary shares to decline and could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future.
If our shareholders sell or may sell substantial amounts of our ordinary shares in the public market upon the expiration of any statutory holding period or lockup agreements or issued upon the exercise of outstanding warrants or other convertible securities, it could create an “overhang” in anticipation of which the market price of our ordinary shares could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
34
We may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption; provided, further, that there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto, available throughout the 30-day redemption period, or that we have elected to require the exercise of the warrants on a “cashless basis,” and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold its warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. Certain warrants held by Sponsor, or its permitted transferees are not redeemable by us so long as they continue to be held by the Sponsor or its permitted transferees.
If we do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of our warrants, then holders may only be able to exercise the warrants on a “cashless basis.”
If we do not maintain a current and effective prospectus relating to our ordinary shares issuable upon exercise of our warrants, at the time that holders wish to exercise such warrants, then they may only be able to exercise them on a “cashless basis” to the extent permitted by the terms of the warrant agreement. As a result, the number of ordinary shares that holders will receive upon exercise of the warrants will be fewer than it would have been had such holders exercised their warrants for cash. Under the terms of the warrant agreement, we have agreed to use our best efforts to maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so in a timely manner or at all. If we are unable to continue to maintain a current and effective prospectus, and there is a right existing under the terms of the warrant agreement to exercise the warrants on a cashless basis, the potential “upside” of the holder’s investment in the Company may be reduced.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our shares.
Securities research analysts may establish and publish their own periodic projections for Anghami. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.
Provisions in our articles of association may delay or prevent our acquisition by a third-party.
Our articles of association contain provisions that may make it more difficult or expensive for a third-party to acquire control of us without the approval of our board of directors and, if required, our shareholders. These provisions also may delay, prevent, or deter a merger, acquisition, tender offer, proxy contest, or other transaction that might otherwise result in our shareholders receiving a premium over the market price for their ordinary shares. The provisions of our articles of association could discourage potential takeover attempts and reduce the price that investors might be willing to pay for our ordinary shares in the future, which could reduce the trading price of our ordinary shares.
We do not expect to pay cash dividends in the foreseeable future.
We have never declared or paid any cash dividends on our share capital. We currently intend to retain any future earnings for working capital and general corporate purposes and do not expect to pay dividends or other distributions on our ordinary shares in the foreseeable future. As a result, you may only receive a return on your investment in our ordinary shares if you sell some or all of your ordinary shares after the trading price of our ordinary shares increases. You may not receive a gain on your investment when you sell your ordinary shares, and you may lose the entire amount of the investment.
35
Moreover, we are a holding company and have no material assets other than our direct and indirect ownership of shares in our subsidiaries. Our ability to pay any future dividends is subject to restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including the laws of the relevant jurisdiction in which the subsidiaries are organized or located, as well as any restrictions in the future indebtedness of our subsidiaries or on our ability to receive dividends or distributions from our subsidiaries. Since we are expected to rely primarily on dividends from our direct and indirect subsidiaries to fund our financial and other obligations, restrictions on our ability to receive such funds may adversely impact our ability to fund our financial and other obligations.
Risks Related to Our Status as a Foreign Private Issuer and a Controlled Company
As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules promulgated thereunder and are permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holders of the ordinary shares.
We currently qualify as a foreign private issuer, as defined in the rules and regulations of the SEC, and, consequently, we are not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. For example, some of our key executives may sell a significant amount of ordinary shares and such sales will not be required to be disclosed as promptly as companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, the price of ordinary shares may decline significantly. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. We are also not subject to Regulation FD under the Exchange Act, which would prohibit us from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.
As a foreign private issuer, we are required to file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after we publicly announce these events. However, because of the above exemptions for foreign private issuers, our shareholders may not always be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject us to U.S. GAAP reporting requirements which may be difficult for us to comply with.
As a “foreign private issuer,” we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.
36
In the future, we could lose our foreign private issuer status if a majority of our ordinary shares are held by residents in the United States and we fail to meet any one of the additional “business contacts” requirements. Although we intend to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws if we are deemed a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, we would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. We also may be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. Nasdaq rules also require shareholder approval of certain share issuances, including approval of equity compensation plans. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. As long as we rely on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on our board of directors are not required to be independent directors, our remuneration committee is not required to be comprised entirely of independent directors and we will not be required to have a nominating and corporate governance committee. Also, if we were not a foreign private issuer, we would be required to change our basis of accounting from IFRS as issued by the IASB to U.S. GAAP, which may be difficult and costly for us to comply with. If we lose our foreign private issuer status and fail to comply with U.S. securities laws applicable to U.S. domestic issuers, we may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq and other regulators, among other materially adverse consequences.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempt company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The right of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.
The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder’s derivative action in a Federal court of the United States.
We have been advised by our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.
37
It may be difficult to enforce a U.S. judgment against us or our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
A number of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
We are a company incorporated in the Cayman Islands, and our ordinary shares and warrants are listed on Nasdaq. Nasdaq market rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards.
Among others, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee consisting entirely of independent directors; (iii) have a minimum of three members on our Audit Committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year.
The OSN Group controls the direction of our business and the concentrated ownership of our ordinary shares by OSN will prevent other shareholders from influencing significant decisions.
As of March 24, 2025, the OSN Group beneficially owned more than 70% of our outstanding ordinary shares. So long as the OSN remains our controlling shareholder they will be able to control, directly or indirectly, and subject to applicable law, all matters affecting us, including, among others:
| ● | any determination with respect to our business direction and policies, including the appointment and removal of officers and directors; |
| ● | any determinations with respect to mergers, business combinations or disposition of assets; |
| ● | compensation and benefit programs and other human resources policy decisions; and |
| ● | the payment of dividends on our ordinary shares. |
Because OSN’s interests may differ from the Company’s or from those of our other shareholders, actions that the OSN takes with respect to the Company, as our controlling shareholder, may not be favorable to us or our other shareholders.
38
We are a “controlled company” within the meaning of the rules of The Nasdaq Stock Market LLC and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
We are a “controlled company” as defined under the rules of The Nasdaq Stock Market LLC since OSN Streaming Limited beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company under this definition, we are permitted to elect to rely on certain exemptions from corporate governance rules, including: an exemption from the rule that a majority of our board of directors must be independent directors; an exemption from the rule that we have a compensation committee; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
Provisions in our governance documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for ordinary shares and could entrench management.
Our governance documents contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include that our board of directors is classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. We may issue additional shares without shareholder approval and such additional shares could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The ability for us to issue additional shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for ordinary shares.
The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. As a result, our shareholders may not have access to certain information they deem important.
39
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.
We cannot predict if investors will find ordinary shares or warrants less attractive because we rely on these exemptions. If some investors find ordinary shares or warrants less attractive as a result, there may be a less active trading market and the share price for ordinary shares may be more volatile. When we cease to qualify as an emerging growth company, we may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Anghami Inc. 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. Our legal name is “Anghami Inc.” and our commercial name is “Anghami.” The mailing address of our principal executive office is 16th Floor, Al-Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. Our corporate affairs will be governed by the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands.
Our direct and indirect key subsidiaries include:
| ● | Anghami, Cayman Islands exempted company incorporated in February 2012; |
| ● | DigiMusic S.A.L. (Off-Shore), a Lebanese entity established in November 2011; |
| ● | Anghami FZ LLC, a limited liability company, registered in the UAE, Dubai, established in May 2014; |
| ● | Anghami for Digital Content, a joint-stock company, registered in Egypt, established in March 2017 (“ADC”); |
| ● | Anghami KSA Co., a limited liability company, registered in the Kingdom of Saudi Arabia, established in May 2018; |
| ● | Anghami Technologies Ltd, a limited liability company, registered in the UAE, Abu Dhabi, established in December 2020; |
| ● | Spotlight Recreational Services LLC, a limited liability company, registered in the UAE, Dubai, established in March 2011. |
In February 3, 2022, we completed the Business Combination. Prior to the closing of the Business Combination Anghami Inc, was a wholly owned subsidiary of Anghami.
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.
On April 1, 2024, we closed a transaction with OSN Streaming Limited (“OSN”), an affiliate of Panther Media Group Limited, which operated the digital streaming service known as “OSN+” through another of its subsidiaries, Gulf DTH FZ-LLC, pursuant to that certain Transaction Agreement, dated as of November 21, 2023, by and between Anghami and OSN. At the closing of the transaction, the we acquired various contracts associated with the operation of the OSN+ digital streaming service.
40
Anghami Inc. is subject to certain of the informational filing requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because Anghami Inc. is a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of Anghami Inc. are exempt from the reporting and “short swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of common shares. In addition, Anghami Inc. is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that Anghami Inc. files with or furnishes electronically to the SEC.
The website address of Anghami Inc. is www.anghami.com/investors. The information contained on the website does not form a part of, and is not incorporated by reference into, this annual report.
B. Business Overview
Our Business Model
Music streaming (Anghami app)
Founded in 2012, Anghami was the first music-streaming platform in the Middle East and North Africa (the “MENA Region”). Anghami’s business focuses on the following countries within the MENA Region: Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Palestine, Qatar, Saudi Arabia, Sudan, Tunisia and UAE (together, our “MENA Operating Area”). Anghami offers a comprehensive ecosystem of exclusive premium video, music, podcasts, live entertainment, audio services and more.
We are headquartered in Abu Dhabi, at the ADGM, and have offices in Beirut, Dubai, Cairo and Riyadh.
Since its launch in 2012, Anghami has led the way as the first music streaming platform to digitize MENA’s music catalog, reshaping the region’s entertainment landscape. In a strategic move in April 2024, Anghami joined forces with OSN+, a leading video streaming platform, forming a digital entertainment powerhouse. This pivotal transaction strengthened Anghami’s position as a go-to destination, boasting an extensive library of over 18,000 hours of premium video, including exclusive HBO content, alongside 100+ million Arabic and International songs and podcasts.
Our music streaming services are offered within the Anghami app through two primary plans: Free (Ad-supported) and Anghami Plus (Premium service). Within the Premium service, we offer various subscription plans that differ in terms of pricing and duration, ranging from daily to yearly offers. The pricing differs by country and currencies. Within Anghami Plus, we offer four main subscription plans:
| ● | the individual Anghami Plus plan: one individual monthly subscription for the Premium service |
| ● | the Family Anghami Plus Plan: one plan for six individual accounts at a discounted price |
41
| ● | the Student Plan: discounted and restricted to students |
| ● | the limited Anghami Plus plan :a more restricted Plus plan currently available through selected partners or in certain territories |
We have licensing agreements with thousands of independent labels and distributors to provide users with access to a vast catalog of music. We have long-standing business relationships with major global labels including Universal Music Group, Sony Music and Warner Music Group. We have a physical presence in UAE, Saudi Arabia, Egypt and Lebanon, in the MENA Region to establish and maintain strong partnerships with labels, artists, brands, and telecommunication companies. In addition, we have established strategic relationships with 42 telecommunication companies across the MENA Operating Area, which we believe will help us to boost free user acquisitions and facilitate subscriptions in our effort to maintain a leading paying conversion rate amongst music streaming services in the MENA Operating Area.
Our artificial intelligence and machine learning algorithms process millions of user-generated data points every day. We utilize over a decade of historical data to understand user trends, predict user behavior, and invest in growth areas that we believe are likely to generate the highest return on investment. Anghami expects its use of data collection and historical user data to help improve monetization and continue to be a key driver of revenues.
Video streaming (OSN+ app)
Video streaming services are offered through the OSN+ app. OSN+ provides users with three subscription plan options:
| ● | Premium (4K): Our highest tier offering, priced at a premium, which provides access to content in 4K resolution on select titles and allows for a higher number of concurrent streams. |
| ● | Standard (HD): Offers high-definition. |
| ● | Standard with Ads (HD): Delivers the same HD content at a lower price point, supported by limited advertising (available in select countries). |
Through the OSN+ app, subscribers can stream thousands of hours of premium TV series and movies, including exclusive HBO hits such as Game of Thrones, House of the Dragon, and The Last of Us. The platform also features a wide range of content from other networks, Arabic and Turkish content, as well as OSN+ Originals like The Fashionista, which premiered in January 2025.
42
Our Strengths
Localized Content
Together, Anghami and OSN+ offer a mix of music and video content that reflects local tastes while also meeting demand for global entertainment.
Music (Anghami)
Arabic music is highly localized, with preferences varying across subregions. While it makes up a small share of the global music catalogue, it drives a large portion of user activity on Anghami.
| ● | Diverse subgenres. The MENA Region has a large diversity of local musical content and music taste is often divided by sub regions within the MENA Region. For example, GCC countries have a local taste for Khaleeji content. While the Levant region’s listeners focus on two distinct content categories: (1) Iraqi content and (2) the female artists popular in the broader Eastern Mediterranean. North African content falls into three major content categories: (1) Egyptian, (2) Rai (North Africa) and (3) Sudanese. Each of these interest groups comprises its own musical genre and has a large fan base across the MENA Region and among the international Arab diaspora. |
| ● | Local Content with Room for Growth. The entire Arabic music catalog on Anghami comprises around 1% of Anghami music library. The Arabic catalogue accounts for approximately 66% of total streams on Anghami in 2024 which proves a huge potential for content creation and further growth. New, and in certain cases exclusive, Arabic content is expected to attract new users to the Anghami Premium service. In recent years the traditional Arabic content has been supplemented by younger generations who favor international remixes, Arabic hip hop and indie music with a large presence of female artists. |
Video (OSN+)
With OSN+, we offer a strong video catalogue that complements our music content. MENA audiences show clear demand for high-quality Western series, and OSN+ delivers with major titles, including the full HBO catalogue.
OSN+ also brings a growing lineup of regional content. This includes Arabic and Turkish shows, as well as new original productions like “The Fashionista”, an OSN+ exclusive. The result is a broad selection of video content that covers both international hits and local favorites—offering content for the region’s wide range of viewer preferences.
43
Technology and Innovation
Our in-house technology capabilities are a core strength that powers everything we do—from platform development to user experience. With a dedicated engineering team based in the Middle East and over a decade of experience in multimedia streaming, we are uniquely positioned to build and scale innovative features tailored for our users in the MENA region and beyond.
| ● | Efficient feature development We have delivered new features at a rapid pace. For music, this includes AI Mix, Radar (personalized discovery), and social listening features. On the video side, we have launched 4K streaming, advertising technology tools, and machine learning-based content recommendations. |
| ● | Proven streaming track record Our long-standing experience in streaming enables us to maintain stable performance and user experience, even across markets with varying levels of infrastructure. |
| ● | Technology-driven agility By having development fully in-house, we are able to iterate quickly, reduce reliance on third parties, and respond to user needs and market demands more effectively. This provides us with a competitive advantage and supports ongoing innovation. |
Two-Sided Marketplace (Anghami)
Anghami as a platform connects artists and fans bringing value in the form of a two-sided marketplace, meaning that it has the ability to provide value both to users and to artists. Users have the ability to enjoy and discover new music while remaining connected with their favorite artists. Artists have the ability to reach and interact with fans and have access to analytics that drive a better understanding of the artist’s audiences and their needs. This two-sided market approach is discussed more fully below:
Benefits for Users
We allow users to discover and play their favorite music based on algorithms for recommendations as well as human curation:
| ● | Free Ad-Supported and Paid Experience. Users have access to a free, ad-supported tier of Anghami which also provides access to very rich high-quality content. This free offering allows new users to discover the service. Our aim is that once engaged such users will opt to subscribe for a premium paid experience through different plans. These include individual monthly subscriptions, but also provide specialized offerings such as family plans, student plans and other discount plans. We also offer flexibility to pay weekly and daily especially in low ARPU markets. Users can pay by various means such as billing through mobile carrier, vouchers, cash payment solutions or credit and debit card. This flexibility of plan choice, flexibility in method of payment, and flexibility in timing of payment, are all designed so that we can suit each user’s individual needs. Finally, our relationship with 42 Telcos also makes it convenient for users to become paying customers who subscribe to our platform. |
| ● | Playlists and Personalization. With access to more than 100 million tracks, we provide users with curated and machine-learning generated playlists that are built to suit their tastes starting from the moment they open Anghami. The more they listen and engage, the more we understand their music DNA and behavior, and the more we can provide them with content that matches their tastes, moods and preferences. We believe this tailored and personalized approach delivers higher engagement. |
| ● | Multi-Platform Product Availability. We reach users wherever they are, be it on mobile, tablet, web, desktop, car, Smart TV, Smart Watch, Gaming console, etc., accessible with a single user ID. We continue to strive to provide a seamless experience that is available across all platforms. |
44
Benefits for Artists & Creators
The Anghami platform allows artists to connect with and reach a wide audience through a variety of features, such as Live Radio, that are unique to our platform. Moreover, we provide artists with tools to access data and analytic. Most importantly, we offer artists an upload tool that allows them to publish their content directly to the platform and access reports, sales and performance data without the need for a distributor or a third-party.
| ● | Monetization. Since 2012, Anghami built the digital music economy in the MENA Operating Area and has been the largest music streaming platform in the MENA Operating Area in terms of payouts to artists. |
| ● | Exposure. We offer artists access to millions of fans through various features in-app making their work visible to their relevant audience via editorial, promoting the artist’s work on the platform or on social media accounts of Anghami or the artist, and curation. We also promote artists’ work through our digital media, TV partnerships such as MBC and other media outlets. |
| ● | Artist Promotions via Amplify. We enable artists, creators and their managers to promote their own work on the platform via paid promotions under a program named Amplify. This program allows artists, creators, and managers to gain visibility, reach new potential fans and grow the audiences that they feel are relevant to their popularity. |
| ● | Data & Analytics. We provide numerous analytics for artists through our Anghami Artists app and dashboard interface. These offerings include demographics of that artists listening audience, geographical locations of their listeners, information about similar artists, playlist data and revenues accrued from their work. |
| ● | Branded Collaboration via Anghami Studios. Through Anghami Studios, our production team works to provide branded content opportunities that will bring artists and brands together to create content that features brand placements. This process brings exposure, revenues and valuable brand associations to artists and brands. |
Strong Local Partnerships
Anghami was the pioneer of Telco partnerships in the MENA Operating Area. Since the early days of the company, given the region’s low credit card penetration and the team’s extensive experience in the telecom industry, we prioritized Telco partnerships because they are a primary payment collection mechanism that users of the region trust and are familiar with.
Our relationship with Telcos has evolved over the years to become more of a strategic alliance benefiting both Anghami and Telcos. This beneficial relationship functions as follows:
| ● | Telcos use Anghami and OSN+ as a tool to enhance their brand image by associating their Telco brand with an entertainment service that their customers love. This enables them to attract youth audiences, gain market share in high value segments, and drive higher data consumption. Our service helps Telcos increase their customer retention and satisfaction as well as boosting their ARPU and their customers’ uptake of new packages. |
45
| ● | Our team has substantial experience in the industry, both technically and commercially, and is dedicated to onboarding Telcos. The team works closely with Telcos across the region to create mutually beneficial value propositions by proposing appropriate and tailored offerings based on their strong understanding of each market. We understand the challenges and best practices of each country and each Telco specifically on the commercial, pricing, technical, marketing and legal levels. This helps us build products and services that perform better than other music streaming platforms and in a more efficient manner and that are customized to the Telco needs: |
| o | We offer Anghami and OSN+ as standalone subscription services, available through various packages depending on the territory. Subscriptions can be activated via direct carrier billing (DCB) or other conventional payment methods. |
| o | Our broad range of products and price points enables us to customize bundling solutions for each Telco partner based on regional preferences and target demographics. For example, in Egypt, we offer the Anghami Arabic-only plan as part of lower-priced Telco bundles, with respect to OSN+, we provide either the Standard Plan for premium offerings or the Standard with Ads Plan for more cost-sensitive bundles. This flexibility enhances our competitiveness and appeal, while giving Telco partners more options to reach diverse customer segments. |
| ● | We have relationships with 42 Telcos across the MENA Operating Area, which provides us with an advantage of priority within the Telco process, marketing, and technical support. These relationships reduce our need to engage third parties. |
| ● | Backed by our engineering team and given our experience in integrating with a vast array of Telco systems and infrastructures, we can integrate and launch services with distinct Telcos very quickly and with minimal difficulties and issues. Telco teams trust us to launch the products they need and customize them based on their requirements on tight deadlines. |
| ● | Direct integration with Telcos allows us to have better control of the subscriber’s lifecycle. We have implemented several mechanisms that allow us to increase subscriber retention and maximize ARPU such as auto payment mechanisms that are customized by market and product. |
| ● | We leverage on the Telcos’ strong marketing capabilities to drive acquisition of subscribers using: (a) above the line communication during offer launches or seasonal campaigns; and (b) ongoing below the line communication to promote the service, fueled by the exclusive content that we acquire as well as new features that are deployed. |
| ● | We utilize our access to artists and major entertainment events in the region to provide our Telco partners with exclusive and attractive promotional events that lead to mobile service activations throughout the year. They use these to promote our service and allow the Telcos to associate with events and artists that create engagement with their customers. Events include artist meet-and-greets, VIP concert ticket giveaways, access to private sessions with artists, exclusive TV series screenings, and invitations to major regional events such as Formula 1 in Abu Dhabi. |
46
Our Growth Strategies
We have a strong position in music streaming across the MENA Operating Area and have recently expanded into premium video streaming, both of which continue to offer significant growth potential. Our growth strategy is focused on four areas: (1) capitalizing on increasing digital music and video market growth in the MENA Region; (2) leveraging our current market position, unique multimedia offering, and knowledge to increase revenue generation and market penetration; and (3) new user acquisition through differentiated offering and strategic partnerships.
Capitalizing on Growth
Music
We intend to capitalize on increasing digital music market growth in the MENA Region in three main areas: (1) growth in streaming in our core markets; (2) a strong and increasing demand for Arabic music; and (3) the ability of Arabic music to “go global” with popularity expanding beyond the Arab world and its diaspora.
| ● | Large Streaming Growth Potential in Core Markets. Music streaming remains underpenetrated in our core markets, with usage still in the single digits among the addressable population (ages 10–50 with internet access). In contrast, streaming penetration reaches roughly 35–40% in the U.S. and 25–30% in Europe. As consumer habits shift from traditional formats to streaming, Anghami is well positioned to capture this growth. According to IFPI, in 2024, MENA was the fastest-growing region globally for recorded music revenue, with streaming making up 96%—reinforcing Anghami’s strategic advantage in the region. |
| ● | Strong Demand for Arabic Music. Arabic music now accounts for approximately 66% of streams on the Anghami platform, up from 60% last year—a clear sign of growing listener demand. However, the volume of Arabic music remains relatively small compared to international catalogs, with roughly 1 million Arabic tracks versus nearly 99 million international songs. To help bridge this gap, we’re actively investing in Arabic content through original productions and exclusive partnerships. A notable example was our multi-year deal with Amr Diab (prior to his recent agreement with Sony), which granted Anghami exclusive rights to his catalog and four live concerts—three of which have been successfully executed, with one still to come. This partnership was a first-of-its-kind in the region and helped pave the way for similar initiatives. |
| ● | Arabic Music Going Global. Arabic music is experiencing a significant surge in international recognition. Artists like Elyanna have brought Arabic music to prominent global platforms, such as Coachella. Major industry players are also investing in the genre; in April 2021, Universal Music Group launched Universal Arabic Music, a label dedicated to showcasing Middle Eastern and North African artists to global audiences. Similarly, in February 2021, Warner Music Group invested in a leading Arabic music label to expand its presence in the Middle East and North Africa region. |
As the leading music streaming platform in MENA, Anghami stands to benefit from the influx of new Arabic music content by attracting more users in our focus markets and across the global Arab diaspora. Additionally, this expanded content enhances our platform’s appeal, fostering increased user engagement and retention.
Video
As part of our video streaming growth strategy, we are focused on scaling across three key pillars:
| ● | Exclusive access to premium international content. OSN+ offers a wide selection of high-quality Western TV series and movies, including exclusive rights to HBO content in the MENA region. Subscribers can access this content across various pricing tiers, including 4K, Standard, and Standard with Ads plans, allowing for broader audience reach and monetization flexibility. |
| ● | Localized and original productions. In addition to international content, OSN+ provides a growing slate of Arabic and Turkish programming. We have also begun developing OSN+ original productions designed for regional audiences. A recent example is The Fashionista (2024), a locally produced series catering for our large GCC audience. |
| ● | Cross-platform synergies with Anghami. We intend to leverage Anghami’s established user base and deep streaming expertise to drive awareness and engagement for OSN+. Initiatives include promoting soundtracks from OSN+ content on the Anghami platform and marketing OSN+ offerings directly to Anghami users. |
47
Leveraging Current Market Position and Knowledge.
We aim to leverage our current market position and knowledge to increase revenue generation and market penetration through: (1) maintaining and utilizing our leading local brands, (2) our knowledge of user behavior, and (3) the growth in digital advertising in the MENA Region.
| ● | Maintaining a Leading Brand in Multimedia Streaming. The Anghami and OSN+ partnership unites two prominent MENA brands, each with deep regional roots and a strong understanding of their customer bases. Anghami, the first music streaming platform in the MENA region, has become synonymous with music streaming, boasting significant brand appeal among both artists and users. This leading position enables Anghami to effectively introduce new products, features, and Arabic music content. Similarly, OSN+ has long been associated with a quality TV viewing experience, offering an extensive library of premium international and local content. |
| ● | Knowledge of Local User Behavior. We leverage a rich, proprietary data set built over years of analyzing user engagement across both music and video streaming in the MENA region. This deep understanding of how users interact with content enables us to identify trends, surface preferences, and optimize user experiences. Our data-driven approach has powered Anghami’s recommendation engine and informed successful initiatives like Anghami Originals. We believe this same analytical foundation can guide smarter content development and distribution strategies across both platforms. |
| ● | Growth in Digital Advertising. As one of the leading data-driven digital advertising platforms in the MENA Operating Area, Anghami will benefit from the accelerating shift of advertising spend from traditional advertising to digital advertising. We believe the growth of digital advertising in the MENA Region is accelerating and we are uniquely positioned to benefit from this growth. |
New user acquisition through differentiated offering and strategic partnerships.
Following the Anghami/OSN+ partnership, we now offer users a comprehensive multimedia experience that includes both music and video. The two platforms complement each other geographically—Anghami has a strong presence in Egypt, Lebanon, and other emerging MENA markets, while OSN+ is well established in the GCC. This opens the door to cross-selling opportunities, as each platform can access the other’s user base for promotion and data sharing.
Looking ahead, this synergy also paves the way for bundled offerings that appeal to users seeking a one-stop destination for premium music and video content.
On the B2B2C front, both Anghami and OSN+ have built strong partnerships with Telcos and businesses with wide distribution networks, such as e-commerce platforms, banks, and retailers. These collaborations allow us to grow our user base through strategic alliances that align with our brand and target audience.
Our Business Model
Music (Anghami)
On the music side, we offer two main types of services: paid subscriptions under the “Anghami Plus” or “Premium” tiers, and ad-supported free access known as the “Ad-Supported” service. Subscription plans vary in price and duration, offering flexibility for users to choose the option that best fits their needs. Pricing differs by country and currency. The Ad-Supported service is free for users and monetized through advertisements.
Video (OSN+)
On the video side, OSN+ operates on a paid subscription model. In select geographies, we also offer an “OSN+ Standard with Ads” tier at a lower price point. This plan includes limited advertising on specific content, which we monetize as part of our revenue model.
Offline & Out-of-App Services
In addition to our core digital offerings, our business model includes offline and out-of-app services:
(i) Anghami Studios, where we design music-centered campaigns and branded content for clients including government entities and major brands; and
(ii) Live Events, where we produce and manage concerts featuring leading artists from the MENA region.
48
Revenue
We have three primary revenue streams: (i) Revenue from subscriptions; (ii) Revenue from advertisement; and (iii) Revenue from live events. Revenues are primarily driven from Anghami Plus and OSN+ subscriptions (through app stores, our Telco partners, and direct debit and card purchases), which generated 83% of total revenues during fiscal year ended December 31, 2024, whereas data-driven advertising and branded content contributed 14% of total revenues and live events contributed the remaining 2% of total revenues.
Anghami has strategically prioritized sustainable revenue growth and margin improvement through various initiatives. Demonstrating agility, it has adeptly navigated market conditions by implementing strategies such as price adjustments and introducing new payment methods in economically impacted markets like Egypt and Lebanon, alongside renegotiations of content and Telco deals. Efficiency and agility are central to Anghami’s approach, as evidenced by optimization efforts, clear offer structures, and repricing processes, all of which rely on a data-driven approach.
Revenue from subscriptions
Revenues from subscriptions are generated via three main payment channels: (i) through the app stores (Google Play and Apple Store), (ii) through our Telco partners (through direct carrier billing or through bundles), or (iii) through direct debit and card purchases. Offline channels are also available through which consumers can purchase vouchers from partner stores. So far, we have partnered with 42 Telcos distributed among 16 countries. Most of our Telco partnerships include valuable offerings to the end users such as data bundles, where customers can subscribe to our platform and receive a certain amount of data to use on it. In addition, Telcos often advertise our services and plans with a significant marketing budget.
Subscriptions represent the largest revenue stream, and our marketing efforts focus on growing our subscriber base while investing in the product to enhance our subscription conversion rates. We have also invested heavily in increasing the retention of our subscriber base by offering tailored plans and through an advanced algorithmic content recommendation engine.
Music (Anghami)
To drive the sales of our Anghami Premium subscriptions we rely on:
| ● | Converting the Anghami Free user base: Using owned and paid media channels we have built a conversion engine that relies on segmentation to target free users along their journey with the different available subscription plans directly or through partners by offering them discounts, no commitment plans and free trials. We also run big seasonal campaigns (for example: Eid offer, White Friday offer, Saudi National offer) that have longer trial periods (usually three months for new subscribers) that drive subscriptions and revenues significantly across the year; and |
| ● | Acquiring Anghami Premium service subscribers (through Business to Business (“B2B”) partners): We leverage both Telco partners and distribution partners to run major seasonal above the line (ATL) campaigns and monthly below the line (BTL) campaigns that drives the acquisition of new Anghami Premium service subscribers who purchase the subscription either from the partner or get it for free (subsidized by the partner) as a part of a bundle or product sold by the partner. |
Video (OSN+)
Unlike music, where we offer both free and paid tiers, our video offering does not include a free tier, and free trials are only occasionally made available on a very short period of time. As a result, the acquisition dynamics for video are slightly different. Video subscriber acquisition is primarily driven by performance marketing campaigns and strategic B2B partnerships, including those with Telcos, e-commerce platforms, and other high-reach distribution partners. In addition, a significant portion of new subscribers are acquired organically, often influenced by the availability of popular or exclusive content, major releases, or trending series and films. This content-driven organic growth underscores the importance of timely content availability and platform positioning. By combining targeted marketing, strong partner channels, and high-demand programming, we are able to sustain a healthy and efficient subscriber acquisition funnel despite the absence of a free entry point.
49
Revenue from advertisement
Music (Anghami)
Our Ad-Supported Service has no subscription fees and provides Ad-Supported users with limited on-demand online access to our catalog on their devices. This segment contributes to our revenues and also works as a marketing tool, increasing our engagement with users who often convert to our Premium service. We generate revenue for our Ad-Supported segment from the sale of display, audio, video and content sponsorship solutions delivered through advertising impressions. We source our advertising customers through advertising agency, Digital Media Service (“DMS”), who receive a percentage commission as revenue share of the gross advertising value. To date, more than 280 global brands have advertised on our platform. In 2020, we launched an additional “direct ads” service, whereby Anghami directly works with brands while DMS invoices and collects the receivables at a lower revenue share percentage. These advertising arrangements typically specify the type of advertising product, pricing, insertion dates, and number of impressions in a stated period.
Revenue for our Ad-Supported segment is affected primarily by the number of our Ad-Supported users, the total Content Hours per MAU of our Ad-Supported users, and our ability to provide innovative advertising products that are relevant to our Ad-Supported users and enhance returns for our advertising partners. Our advertising strategy centers on the belief that advertising products that are based in music and are relevant to the Ad-Supported user can enhance Ad-Supported users’ experiences and provide even greater returns for advertisers.
We offer different advertising campaigns on our platform, primarily in the form of:
| ● | branded content — producing a song tailored to a specific brand. We have initiated this revenue stream starting 2020, we have seen recurring and increasing revenue from existing brands. Key customers are mainly coming from telecom, gaming and FMCG industries; |
| ● | content promotion — banner ads, promotion on certain playlists, audio ads, etc. We believe that this revenue stream has significant growth potential as Anghami’s brand equity increases; and |
| ● | sponsored playlists. |
Video (OSN+)
We generate advertising revenue through in-app ads served on the OSN+ Standard with Ads tier, which is available in select geographies. While this tier remains a paid (albeit discounted) subscription, the revenue is split based on its components: ad-generated income is recorded under “Revenue from Advertisement,” while the subscription fee is reported under “Revenue from Subscriptions.”
Cost Structure
Licensing Agreements (Music)
We have a rich catalog of over 100 million songs. We have signed content agreements with up to 2,000 music labels and artists. Obtaining license agreements and paying royalties are the two prevailing costs of sales. In exchange for the right to stream certain music, royalty costs are due to music record labels and publishers. Royalties are calculated monthly based on the percentage of revenue and the music labels’ respective market share. In addition, Premium subscriber royalties depend on the number of subscribers while royalties for free users depend on the number of streams. Licensing agreements include several terms related to paying royalties, minimum guaranteed payments, marketing commitments, reporting and audit rights. Generally, the contracts are valid for 1 year, and renegotiated on an annual basis, the label holds the right to terminate the agreements if any breach of terms takes place. The content cost, which represents the royalties paid to the labels, is calculated based on the number of streams/revenues generated for each category separately (i.e. revenue from subscriptions and revenue from advertisement). Content cost constitutes a major part of our variable costs and amounts to 46% of our revenue (excluding revenue from live events).
We have long-standing relationships with both global and local music companies despite a fragmented market. Among these are the top three global music labels: Universal Music Group, Sony Music Entertainment, and Warner Music Group; alongside the largest regional labels: Rotana, Watary, Platinum record and Nay. Arabic label agreements provide for global coverage while most of the international music agreements are restricted to the MENA Operating Area.
50
Content costs (Video)
Following the OSN+ transaction, Anghami entered into a content licensing agreement with OSN Group, under which OSN sublicenses OSN+ video streaming content to Anghami for distribution via the OSN+ app. In return, Anghami pays a fixed fee. Anghami does not have direct agreements with the original content providers.
Payment Fees/Expenses
The various payment channels we use are entitled to a portion of our revenue. While we have a strong presence in GCC countries, which are more developed and digitally advanced, many emerging markets in our region have low credit and debit card penetration. To address this, we’ve prioritized diversifying our payment options to make our services more accessible and expand our user base. Partnerships with telco operators have been a key driver in this effort, enabling us to offer alternative billing methods and helping us achieve one of the highest paying conversion rates among music streaming services in the MENA region.
The take rate varies depending on the payment channel as follows:
| ● | App stores: In 2024, 43% of our total subscription revenue came through app stores and is subject to revenue-sharing agreements. The Apple App Store charges between 15% and 30% of the transaction value, depending on whether the subscription is Video or Music. Google Play charges between 10% and 15%. |
| ● | Direct carrier billing and B2B channels: In 2024, 38% of our total subscription revenues were paid via direct carrier billing and B2B channels (Telco and non-Telco partners). The Telco operator’s share is subject to a revenue share agreement that varies by operator and by country. On average, Telcos charge a 30% transaction fee through Direct carrier billing payment methods while B2B contracts are priced on a direct basis meaning they are not subject to a revenue share agreement. |
| ● | Debit and credit cards: There is generally a fixed transaction fee per transaction plus a variable rate that varies according to the country and currency. 17% of our subscription revenues in 2023 were paid via debit and credit cards, average fees amount to approximately 5%. |
| ● | Vouchers: In 2024, vouchers accounted for 2% of our total subscription revenue. Vouchers serve as a payment method for users who either lack access to traditional payment options or prefer offline payment methods. Additionally, some B2B partnerships may use vouchers when the partner does not have an integration with Anghami or OSN+, or in cases where they wish to distribute access to their end users via vouchers or access codes. |
Variable Technology costs
We partner with Amazon Web Services (“AWS”) to host our servers and to provide scalability, redundancy, security and ensure continuity of our operations. In addition, we partnered with other third-party technology providers to optimize our services and the music listening experience. These costs vary month-to-month based on usage and app features (video vs. audio streaming, etc.). In 2024, our technology costs increased by 84% year-on-year. This was primarily driven by the addition of video streaming following the OSN+ transaction, and further impacted by one-off costs related to the technical integration of video streaming.
Our Services
Unique User Experience
Music (Anghami)
We combine a sleek and seamless user interface with our artificial intelligence and machine learning capabilities to create a sophisticated yet user-friendly platform accessible on every kind of device. We provide a customized on-boarding process to ensure that from the moment users open the Anghami application, they see a personalized homepage with content that reflects our understanding of their music tastes. Users are able to explore our deep library of content with a variety of features including personalized mixtapes, song recommendations and playlists with top charts by country and genre. We provide effortless search capabilities using the universal search bar, Radar and Personal DJ features.
51
We also give our users different ways to search, browse, engage, and discover music and other content. These include:
| ● | Mixtapes: We have built a machine learning model that learns from users’ streaming habits and generates weekly and daily personalized mixtapes that fit their music taste. They are part of our effort to increase music discoverability, personalize the user’s experience by ensuring that we provide them with a variety of content inspired by the music they like. |
| ● | Personalized recommendations: Our AI-powered recommendation system fuels different parts of the platform. Our explore page is shaped around personalized playlists, albums, and songs that match the users’ expectations. Those recommendations rely on their music DNA, time of day, day of week, and other factors, to surface the content that the users are most likely to enjoy and therefore increase time spent on the application. Whenever users interact with any song, album, or artist, we utilize our recommendation system to generate a list of similar content that is also personalized to make sure they enjoy a pleasant music experience. |
| ● | Playlists: We provide users with the ability to create their own playlists to organize their library and access their favorite songs easily. They can also discover playlists that are made by other users or by our own curation team. Our team has built over 4,000 playlists so users can browse among more than a 100 genres and moods and find a variety of playlists that fit their different moods and tastes. |
| ● | Search Functions: To allow proper discoverability of our entire library, we give users the ability to search for all types of content. Users can find songs, albums, artists, playlists, podcasts, moods, genres, and even other users on Anghami. They can also search for songs using parts of their lyrics. Our search engine is integrated with various virtual assistants like Siri and Google assistant to make it even easier to search and find content using audio commands. |
| ● | Videos: We also have invested in expanding our content offerings to include videos. Embedding video clips into activity-based playlists helps provide a visual layer to our content offerings, allowing artists to promote their music further through graphics or photos on social media platforms while the song is playing. Integrating video into our playlists enables us to convert our listeners into content viewers. |
| ● | Podcasts: Our platform offers a diverse array of podcasts spanning various genres and topics, garnering significant traction from users, creators, brands, and advertisers. In the MENA region, podcasts are steadily growing in popularity, with 1.3 million regular podcast listeners in the UAE alone (according to data released by Markettiers) and 67% of adults in Saudi Arabia and 59% in Egypt listening to podcasts for over an hour per week, collectively more than 40% above the global average (as per a study conducted by Rising Giants Network). This trend reflects a shift towards podcasts as a preferred medium, offering easily digestible content and an immersive listening experience. Anghami is poised to capitalize on this opportunity through innovative product development, including original podcasts and curated content sections tailored for MENA users, thereby enhancing the podcasting experience for our audience. |
| ● | Radar: Discovery of new music is a big part of any user’s experience on Anghami. With a single tap, a user can trigger Radar, a recognition feature which would identify the music playing around them, display the song with all its details then add it to a special playlist for easy access. This allows users to discover new songs they hear on TV, radio, or at public places and add them to their library. Our Radar ensures offline experiences are complimented by a smooth online experience on the platform. |
Video (OSN+)
Our video-on-demand platform, OSN+, offers a premium and easy to use experience. We utilize our in-house recommendation engine to provide users with a hyper personalized experience. OSN+ is available on mobile, tablets, web, and smart TVs. Users are able to browse and watch an extensive library of movies and series, in addition to using the search functionality to find the various titles. They can also add content to their own list and go back to them later, download content and watch it offline, and continue watching from where they had stopped in an earlier session.
Our recommendation engine utilizes the users’ usage patterns and the content’s metadata to provide relevant and diverse content recommendations, utilizing various machine learning algorithms. The recommendations are displayed across the app, including on the homepage, right after a series or movie ends, and inside every series and movie page.
Users are able to watch content in 4K quality. Some content is also available in Dolby Atmos and Dolby Vision as well. Each title has multiple subtitles and audio options.
52
Immersive User Engagement
Music (Anghami)
In addition to our large catalogue of music, we offer unique opportunities to our users to engage with the Anghami community through features that create an immersive social experience such as chats, stories, Anghami Live and music rooms.
| ● | Chats: To increase user-to-user interaction and extend the time spent in-app, we allow users to share music with their friends directly on Anghami instead of having to use a third-party chat application. This simplifies the users’ experience and encourages them to interact with others around music. Users can exchange songs and text messages via Chats and instantly create a shared mixtape that matches both their tastes. |
| ● | Stories: Stories allow users to share the music they play with their followers in a unique way. All stories are displayed at the top of the explore page. Users can choose to share songs manually or automatically so they can be posted as chapters in their stories. Stories are 15 seconds previews of songs that users can browse in a seamless manner and react to them using Emoji’s and text replies. They allow users to discover new music through their friends and interact with others around music. |
| ● | Live Radio: Live Radio offers a number of unique features. Any user, including artists, DJs, content creators and music influencers, will be able to talk alongside playing songs, playlists and podcasts from our large library of music. It gives everyone the chance to participate in a real-time version of a podcast experience and, by creating their own virtual events, users will be able to bring together communities with live interaction. Other features include applauding the host, sending text comments, meeting other participants and side-chats. |
| ● | Music Match: As part of the social music experience, Anghami allows users to find people that have a similar music taste. A music match is a score that shows on any user suggestions component and on a user’s profile page. We surface a special section of users that have a high music match on the explore page. This increases engagement between users and helps them build new friendships. |
Advertising Solutions
Music (Anghami)
We offer the following advertising solutions:
Media Offerings:
| ● | Audio Ads: Audio ads, our core offering, are 15-second ad slots that sit in between songs, and cannot be skipped. They are accompanied by a companion banner with a call to action that can link to a landing page. It creates a one-on-one environment between the brand and the user. We have also recently released a unique audio to leads solution. This allows brands to collect Anghami first party data via a lead form that the ad leads to. This lead form can be customized with a message from the brand, to make the user want to submit their leads. |
| ● | Video Ads: Anghami allows brands to communicate their video copies, either 15-seconds or 30-seconds of length. These also appear in between the users’ listening experience. |
| ● | Display Ads: Display, which is one of the most common media formats in the market, is available on Anghami across multiple formats. These are best used to drive traffic to a landing page. One of the reasons we offer video and display, apart from being common and known formats, is because our research has shown that combining video and display with audio drives further impact across brand funnel metrics. |
| ● | Programmatic Integration: Our media solutions are available programmatically, through what are typically referred to as demand side platform (“DSP”s). Programmatic is used by clients to buy in real-time and have more cross campaign visibility. We can guarantee audio on programmatic at a fixed price, however our display solutions are available to be bought in real-time by a programmatic DSP. |
53
We have designed a new pricing scheme for ads that depends on the number of streams delivered to users rather than number of impressions. Additionally, we introduced additional formats for ads delivery in which users listen to shorter ads over shorter intervals. We believe that these changes will increase ads inventory and ultimately increase our yield from advertising revenue.
Content Promotion Offerings and Production
We offer brands the ability to promote their own music content to achieve more streams. We typically do this by making the content more discoverable on the platform and easily searchable. We also provide brands the ability to sponsor a playlist. Sponsoring a playlist gives the brand 100% share of voice on that playlist, with a logo on the cover of the playlist and a display masthead within the playlist. A brand can also create their own playlist which we can in turn promote on the platform, while also leveraging the platform’s AI to recommend customized playlists to users, with a branded message.
We also offer both audio and music production capabilities to advertisers. Branded content is a significant part of our advertising unit, as brands have become more accustomed to creating content to communicate their message, and build favorability. Anghami produces music in various forms for brands and manages the entire process. Most notably, Anghami produces songs that brands end up owning and can promote on Anghami, as well as across other media channels. Furthermore, Anghami also creates music videos to support the songs, the majority of which are shot in studios. We have also started creating experiences in the form of concerts. These can be pre-recorded and post-edited, or live. With the latter, Anghami allows brands to host the concert live via their new live feature, where people can stream live and engage with the brand, as well as with each other.
Data Solutions
To measure the effectiveness of our ad campaigns, we run research to note the awareness, favorability and recall brands have on the platform. In certain instances, we run searches on the platform to note the current level of awareness a brand may have. We send these research documents to brands post-campaign and measure against the initial awareness they had. We have also automated and decentralized certain tools to give clients the ability to cherry pick insights and create audience profiling on the platforms as well as traffic campaigns, specifically audio, display, video and playlist promotions. We have also surveyed our users via Global Web Index, across different verticalized questions and audience behavior — for example, their favorite car brand — and made this available via a tool to our clients to support their campaigns.
Seasonality
See “Item 5.D. Trend Information” for a description of the seasonality of our business.
54
Marketing
Over the last ten years, we have endeavored to build a strong and local brand, focusing on our mission to provide users with the ability to socialize and get entertained beyond simply listening to music. As we grew and became the leading music streaming platform in MENA, we decided to refresh our brand during the first quarter of 2022 to highlight the importance of both music lovers and creators in growing the ecosystem and to show our commitment to empower our users to share their voice with the world. “Anghami, the World is Listening”.
Our key differentiator is our ability to adapt our marketing strategy to seasonality and our agile approach to real-time events which allows us to be relevant and closer to users while sounding familiar. We listen to our different user segments and create custom experiences based on their different needs in each market or region. We make use of the different internal and external marketing touchpoints to ensure we have a comprehensive coverage in our communications throughout the user journey in-app and through external channels. The objective being to have a unified and efficient way to spread brand love while acquiring, engaging, retaining and converting users to our subscription services.
Digital Marketing
Our digital footprint covers all leading networks in our key markets driving mainly our performance and social media marketing. We rely heavily on data analytics and experimentation in our decision making by using internal tools and custom dashboards that reflect the performance of our campaigns and ongoing efforts. This data allows us to continuously optimize and make strategic budgeting allocation decisions and drive optimal performance results in each market, platform and channel at any time.
On social media, our aim has always been to build a strong and engaged community with our users, artists and partners. For example, we reward our Anghami Premium subscribers by giving them the chance to win exclusive signed merchandise from their favorite local and international artists. Our most recent addition has been our blog “Anghami talks” which was created in order to keep all stakeholders up-to-date by showcasing our latest business and product news and updates which allowed us to have better press coverage.
Owned Media
We deploy lifecycle marketing and communication efforts on our own platform by using all owned channels from push, email marketing, SMS, native display and audio ads. Our in-app process is built on user behavior throughout their lifecycle, and is tailored to each person. A new user will go through an on-boarding process for us to better understand their music taste, they can optionally choose to opt in to Anghami Premium, completely for free during the trial period, and discover the full Anghami experience. We use the power of machine learning to recommend customized and relevant content and communication at the relevant time in their journey, in an effort to keep our users engaged and retained. One great example is our yearly 2022 End of Year campaign. We leverage our usage data to provide an engaging experience personalized to each and every user with the ability to drive shareability and virality. This campaign consistently increases our engagement and resurrects dormant users.
We offer free trials of Anghami Premium service in all our markets and have created custom pricing models with a wide option of payment methods to cater to all user segments. We also offer a wide range discounted plan price, some of which are seasonal campaigns and some are available throughout the year.
Offline Marketing
In the early days and through our partnership with MBC, Anghami relied a lot on TV media for brand building and brand affinity. This helped increase our brand presence in the region, especially through the association with the popular TV shows such as The Voice and Arab Idol. We run several out-of-home campaigns in Egypt, Saudi Arabia, UAE and Lebanon, throughout the year, promoting the brand as well as new releases and artists. We also get offline exposure through key partners such as the Dubai International Airport where we offer free and easy web access to our platform to all airport visitors when accessing the Wi-Fi landing page. We also get support from our Telco partners who run major co-branded outdoor campaigns across the region.
55
Competition
We compete for the time and attention of our users across different forms of media, including traditional broadcast, terrestrial, satellite, and internet radio, other providers of on-demand music streaming services (Spotify, YouTube, YouTube Music, Apple Music, Deezer, Google Play Music, and SoundCloud), and other providers of in-home and mobile entertainment such as cable television, video streaming services, and social media and networking websites. We compete to attract, engage, and retain users with other content providers based on a number of factors, including quality of the user experience, content range and quality, ease of use of the Anghami and OSN+ applications, price, accessibility, brand awareness, and reputation. Many of our competitors enjoy competitive advantages such as greater name recognition, legacy operating histories, and larger marketing budgets, as well as greater financial, technical, human, and other resources. In addition, some of our competitors, including Google, Apple, and Amazon have developed, and continue to develop, devices for which their music streaming service is preloaded, creating a visibility advantage.
Additionally, we compete to attract and retain advertisers and a share of their advertising spend for our Ad-Supported Free service. We believe our ability to compete depends primarily on the reputation and strength of our brand as well as our reach and ability to deliver a strong return on investment to our advertisers, which is driven by the size of our Ad-Supported free user database, our advertising products, our targeting, delivery and measurement capabilities, and other tools.
We also compete to attract and retain highly talented individuals, including data scientists, engineers, product designers, and product managers. Our ability to attract and retain personnel is driven by compensation, culture, and the reputation and strength of our brand. We believe we provide competitive compensation packages and foster a team-oriented culture where each employee is encouraged to have a meaningful contribution to Anghami. We also believe the reputation and strength of our brand helps us attract individuals that are passionate about our brand.
For information on competition-related risks, see “Risk Factors — Risks Related to Our Business Model, Strategy, and Performance— If our efforts to attract prospective users, retain existing users, and effectively monetize our products and services are not successful, our growth prospects and revenue will be adversely affected,” “Risk Factors — Risks Related to Our Operations—We face and will continue to face competition for Ad-Supported Free service users, Premium subscribers, and user listening time,” and “Risk Factors — Risks Related to Our Operations—Our business depends on a strong brand, and any failure to maintain, protect, and enhance the brand would hurt our ability to retain or expand our base of Ad-Supported Free service users, Premium subscribers, and advertisers.”
Intellectual Property
Our success depends in part upon our ability to protect our technologies and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including trade secrets, patents, copyrights, and trademarks, as well as contractual restrictions, technological measures, and other methods.
We have filed and acquired several active patent applications and issued patents in the MENA Operating Area, the United States and other countries. We constantly pursue additional patent protection, in other countries outside the MENA Operating Area, where appropriate and cost effective. We intend to hold these patents as part of our strategy to protect and defend our technology, including to protect and defend Anghami in patent-related litigation.
56
Our registered trademarks include our primary mark “Anghami” and “OSN+” and various versions of the Anghami logo. In addition, “Anghami” is registered in several jurisdictions such as the United States, the European Union, UK, Switzerland, UAE, Saudi Arabia, Lebanon, Jordan and Egypt. We also have pending trademark applications in the United States for certain OSN+ marks. Finally, we have a portfolio of internet domain names, including our primary domain www.anghami.com.
In addition to the forms of intellectual property listed above, we own rights to proprietary processes and trade secrets, including those underlying the Anghami and OSN+ platforms. We use contractual and technological means to control the use and distribution of our proprietary software, trade secrets, and other confidential information, both internally and externally, including contractual protections with employees, contractors, customers, and partners. Finally, we also have licenses with various rights holders to stream sound recordings and the musical compositions embodied therein, as further described under “— Licensing Agreements” below, as well as licenses to stream sound recordings in videos and other types of content.
Music Licensing Agreements
In order to stream music to our users, we generally secure rights both to the sound recordings and the musical compositions embodied therein (i.e., the musical notes and the lyrics). To secure such rights, we obtain licenses from, and pay royalties to, rights holders or their agents. Below is a summary of certain provisions of our license agreements.
Sound Recording License Agreements with Major and Independent Record Labels
We have license agreements with record label affiliates of the three largest music companies for English/International Music — Universal Music Group, Sony Music Entertainment, and Warner Music Group — as well as Merlin, which represents the digital rights on behalf of numerous independent record labels. Similarly, we have license agreements with independent labels, as well as companies known as “aggregators” (for example, Believe International).
For Arabic music we have similar license agreements in place with Rotana, Mazzika, Qanawat, Chbk, Nay for Media, and Watary which represent digital rights on behalf of prominent Arabic artists. These agreements typically require us to pay royalties and make minimum guaranteed payments, and they include marketing commitments, advertising inventory, and financial and data reporting obligations. The sound recording rights granted to us with respect to these agreements, generally having a duration of one year. These license agreements, generally are not automatically renewable and apply to the Middle East in case of the international major labels and globally for the Arabic labels and aggregators. The license agreements also allow for the record label to terminate the agreement in certain circumstances, including, for example, our failure to timely pay sums due within a certain period, our breach of material terms. These agreements generally provide that the record labels have the right to audit us for compliance with the terms of these agreements. Further, they contain “most favored nations” provisions, which require that certain material contract terms are at least as favorable as the terms we have agreed to with any other record label. See the section entitled “Risk Factors — Risks Related to Our Business and Industry — Minimum guarantees required under certain of our license agreements for sound recordings and underlying musical compositions may limit our operations and may adversely affect its business, operating results, and financial condition.”
Musical Composition License Agreements with Music Publishers
With respect to the underlying musical compositions embodied in the sound recordings we stream, we generally secure both reproduction (“mechanical”) and public performance rights from the owners of the compositions (or their agents). In the United States, the rates we pay are for mechanical rights, a function of a ratemaking proceeding conducted by an administrative agency called the Copyright Royalty Board. The most recent proceeding before the Copyright Royalty Board (the “Phonorecords IV Proceedings”) set the rates for the Section 115 compulsory license for calendar years 2023 through 2027. The Copyright Royalty Board issued its initial written determination on January 26, 2018 and set up the Mechanical Licensing Collective (The MLC). The MLC is a nonprofit organization designated by the U.S. Copyright Office pursuant to the historic Music Modernization Act of 2018. In January 2021, The MLC began administering blanket mechanical licenses to eligible streaming and download services (digital service providers or DSPs) in the United States, which Anghami opted for and obtained a Blanket License for Mechanical Rights in the US. The MLC collects the royalties due under those licenses from the DSPs and pays songwriters, composers, lyricists, and music publishers. We currently believe that the current rates will not materially impact our business, operating results, and financial condition in the US as although the US is our biggest market outside of the MENA Operating Area, it is not significant in comparison to our markets in the MENA Operating Area. However, if our business does decide to expand fully (with Arabic and International music both) in the US market, and does not perform as expected or if the rates are modified to be higher than the proposed rates, our content acquisition costs could increase and impact our ability to obtain content on pricing terms favorable to us, which could negatively harm our business, operating results, and financial condition and hinder our ability to provide interactive features in our services, or cause one or more of our services not to be economically viable in US.
57
In the United States, public performance rights are generally obtained through intermediaries known as PROs, which negotiate blanket licenses with copyright users for the public performance of compositions in their repertory, collect royalties under such licenses, and distribute those royalties to copyright owners. We have obtained public performance licenses from, and pay license fees to, the major PROs in the United States, including ASCAP, and are in the process of obtaining licenses from other prominent PRO, including SESAC, Inc., among others. These agreements have music usage reporting obligations and audit rights for the PROs. In addition, these agreements typically have one to two year terms, and some have continuous renewal provisions, with either party able to terminate for convenience with one to two months’ prior written notice, and are limited to the territory of the United States and its territories and possessions.
With respect to publishing rights in the MENA Operating Area, Anghami pays on the rates to various rights owners through a ratemaking process conducted on a case-by-case basis negotiating each license. We obtain mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof. There are cases of publishing deals which are represented by bodies or agents which combine both Mechanical and Public Performance rights. Since in many countries in the MENA Operating Areas there are no collection societies we cannot guarantee that our licenses with the existing few collecting societies and/or our direct licenses with publishers provide full coverage for all of the musical compositions we make available to our users in such countries. As such there is a fragmented copyright licensing landscape which leads to publishers, songwriters, and other rights holders choosing not to be represented by collecting societies and that adversely impacts our ability to secure favorable licensing arrangements in connection with musical compositions that such rights holders own or control, including increasing the costs of licensing such musical compositions, or subjecting us to significant liability for copyright infringement. Some Arabic labels cover Anghami on publishing rights; these labels own the mechanical and public performance rights of their content. Accordingly, our licensing agreements cover both master rights and publishing rights.
From time to time, our license agreements with certain rights holders and/or their agents, including both sound recording license agreements with major and independent record labels and musical composition license agreements with music publishers, may expire while we negotiate renewals. Per industry custom and practice, we and those rights holders may continue such agreements on a month-to-month basis or enter into other short-term extensions, and/or continue to operate as if the license agreement had been extended (including by our continuing to make music available). It also is possible that such agreements will never be renewed at all. The lack of renewal, or termination, of one or more of our license agreements, or the renewal of a license agreement on less favorable terms, could have a material adverse effect on our business, financial condition, and results of operations. See “Risk Factors — Risks Related to Our Business Model, Strategy and Performance — We have no control over the providers of our content, and our business may be adversely affected if the access to music is limited or delayed. The concentration of control of content by our major providers means that even one entity, or a small number of entities working together, may unilaterally affect our access to music and other content.”
We also obtain licenses directly from artists, through our Dashboard License Agreement, that contains simpler terms of the licensing agreement signed with the labels and distributors.
We opted to create new and original content as part of our Anghami Originals project, whereby we create new content for artists through collaboration agreements, in addition to hosting and producing Anghami Sessions with the artists whereby the latter performs his/her songs in a different format and set up. Anghami Originals and Anghami Sessions’ intellectual property is sometimes owned by Anghami or by the artist or even co-owned, with ownership being addressed on a case by case basis. Anghami also produces music in various forms for brands. This branded content is owned by the brands and promoted on Anghami.
58
Government Regulations
We are subject to many U.S. federal and state, European, Luxembourg, MENA Operating Area and other foreign laws and regulations, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, rights of publicity, health and safety, employment and labor, competition, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm our business. In addition, it is possible that certain governments may seek to block or limit our products or otherwise impose other restrictions that may affect the accessibility or usability of any or all of our products for an extended period of time or indefinitely.
In the area of information security and data protection, the laws in several jurisdictions require companies to implement specific information security controls to protect certain types of information. Data protection, privacy, consumer protection, content regulation, and other laws and regulations are very stringent and vary from jurisdiction to jurisdiction. In particular, we are subject to the data protection/privacy regulation under the laws of the EU.
The framework legislation at an EU level with respect to data protection currently is Directive 95/46/EC (the “Data Protection Directive”). The purpose of the Data Protection Directive is to provide for the protection of the individual’s right to privacy with respect to the processing of personal data. Each member state is obligated to have national legislation consistent with the Data Protection Directive. We are therefore subject to the local implementing rules of the European countries where we are established (for example, Luxembourg and Sweden). These local laws can impose stringent rules relating to the way in which we process personal data.
The Data Protection Directive will be superseded by the General Data Protection Regulation (“GDPR”), which came into effect on May 25, 2018. The GDPR is intended to create a single legal framework that applies across all EU member states. However, there are certain areas where EU member states can derogate from the requirements in their own legislation. It is therefore likely that we will need to comply with these local regulations in addition to the GDPR. Local Supervisory Authorities will be able to impose fines of up to 4% of annual worldwide turnover of the preceding financial year or €20 million, whichever is greater, for non-compliance. These data protection authorities will have the power to carry out audits, require companies to cease or change processing, request information, and obtain access to premises. Where consent is relied upon as the legal basis for processing personal data, businesses must be able to demonstrate that the data subjects gave their consent to the processing of their personal data and will bear the burden of proof that consent was validly obtained and can be withdrawn at any time. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, requiring enhanced disclosures to data subjects about how personal data is processed, limiting retention periods of personal data, requiring mandatory data breach notification, and requiring additional policies and procedures to comply with the accountability principle under the GDPR. In addition, data subjects have more robust rights with regard to their personal data.
Our privacy policy and terms and conditions of use describe our practices concerning the use, transmission, and disclosure of user information and are posted on our website.
59
Employees
As of December 31, 2024 and 2023, we had 186 and 146 full-time and part-time employees, respectively. The following table provides a breakdown of our employee base by function as of the dates indicated:
| Department | As of December 31, 2024 | As of December 31, 2023 | ||||||
| Engineering Department | 76 | 65 | ||||||
| Sales and Marketing | 45 | 35 | ||||||
| Business Development | 17 | 12 | ||||||
| Finance and Administration | 20 | 18 | ||||||
| Operations | 28 | 16 | ||||||
| Total | 186 | 146 | ||||||
The following table provides a breakdown of our employee base by geographic location as of the dates indicated:
| Location | As of December 31, 2024 | As of December 31, 2023 | ||||||
| Abu Dhabi | 58 | 58 | ||||||
| Beirut | 85 | 66 | ||||||
| Cairo | 10 | 7 | ||||||
| Dubai | 26 | 8 | ||||||
| Riyadh | 7 | 7 | ||||||
| Total | 186 | 146 | ||||||
C. Organizational Structure
Anghami is a limited liability company incorporated in the Cayman Islands on 14 February 2012. Anghami owns and controls subsidiaries in Egypt, Saudi Arabia, United Arabi Emirates and Lebanon.
Anghami Inc. was incorporated on March 1, 2021 and a wholly owned subsidiary of Anghami. On February 3, 2022, upon the completion of the Business Combination with VMAC, Anghami and VMAC (later renamed as Anghami (DE) Inc.) became wholly owned subsidiaries of Anghami Inc. A list of the subsidiaries of the Company as of December 31, 2024 is included in Exhibit 8.1 to this Report. See also the diagram illustrating our current organizational structure under “Item 4 – Information on the Company – A. History and Development of the Company” of this Report.
D. Property, Plants and Equipment
We operate an asset-light business and host the vast majority of our data on cloud servers, as such, our Property, Plants and Equipment is limited to office fit outs and electronic equipment.
60
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
Anghami is a technology-driven multi-media streaming platform that offers users in the MENA Operating Area a comprehensive ecosystem of exclusive premium video, music, podcasts, live entertainment, audio services and more.
We are one of the leading streaming platforms in the MENA Operating Area and the only streaming platform founded and developed in the region that offers both music and premium video content. Our services are accessible through the Anghami (Music) and OSN+ (Video) apps, available across a wide range of devices and payment methods.
We offer an extensive library of over 18,000 hours of premium video, including exclusive HBO content, and over 100 million Arabic and International songs and podcasts. Our user base exceeds 120 million registered users and 3.4 million subscribers, as of December 31, 2024.
We have established strong partnerships with Telcos and other B2B players across the region, leveraging these relationships to drive growth and accelerate customer acquisition.
As pioneers of digital streaming in MENA, we were the first to digitize major local Arabic music catalogs and introduce legal music streaming to the region. In 2024, following the OSN+ transaction, we expanded into video streaming. We rebuilt the OSN+ platform in-house, delivering a faster, more streamlined user experience with 4K capabilities.
We use proprietary artificial intelligence and machine learning to analyze user behavior, improve content recommendations, and support product development. As streaming adoption grows across the MENA region, we are focused on expanding our user base and enhancing our multi-media offering.
We have established long-standing relationships with major global music labels—including Universal Music Group, Sony Music Entertainment, Warner Music Group, and the Merlin Network—as well as thousands of independent labels. In addition, through our partnership with OSN, we are expanding our relationships with leading film studios to offer a wide range of premium video content.
OSN Streaming Limited, which is ultimately owned by Kuwait Projects Company (Holding) K.S.C.P (“KIPCO”) acquired a majority stake in Anghami . Minority shareholders include leading MENA-based media companies, Telcos, and venture capital firms.
61
Recent Developments
Completion of OSN+ transaction and integration of video streaming
On April 2, 2024, Anghami and OSN Group completed the OSN+ transaction, through which OSN Group acquired a 55.45% stake in Anghami. As part of the transaction, OSN+’s video streaming business was integrated into Anghami, significantly expanding our platform to include premium video content alongside music. This integration brought a broad catalog of international and regional video content into our offering and positioned Anghami as a multi-content platform under unified management, strengthening our strategic presence in the MENA streaming market.
The integration of OSN+ was also a major technical achievement. It involved the successful migration of all OSN+ users across multiple payment methods and the novation and consolidation of OSN+’s Telco partnerships under Anghami. This complex migration was executed in record time with no disruption to the business—resulting in improved performance and a better user experience across the platform.
The combination of the two businesses resulted in meaningful synergies by consolidating both streaming operations onto a unified technology platform and integrating the teams into a single organizational structure. This has improved operational efficiency, accelerated product development, and positioned us for more effective scaling.
With the completion of the transaction in April 2024, we began consolidating the financial results of OSN+ into our financial statements as of April 1, 2024.
Redevelopment of OSN+ App and Launch of (i) 4K Premium Tier and (ii) Ad Tier
Following the OSN+ transaction, the OSN+ app was fully redesigned and rebuilt in-house by our engineering and product teams, with a focus on performance, user experience, and content discoverability. In 2024, we launched a premium 4K tier that enables users to stream major titles in 4K—a highly requested feature. We also introduced a discounted, ad-supported tier in select geographies, giving users access to our premium video catalog at a lower price point. These new tiers are designed to enhance user engagement, increase monetization potential, and expand our addressable market.
Growth of B2B Partnerships
In 2024, we continued to expand our B2B partnerships across the MENA region, extending beyond Telcos to include e-commerce platforms, device manufacturers, financial institutions, and niche retailers. These partnerships are central to user acquisition, bundled distribution, and market expansion. With the addition of video content through the OSN+ transaction, our value proposition has become significantly stronger. This has enhanced our appeal to partners and enabled broader collaboration opportunities. Recent renewals and new agreements have further strengthened our distribution footprint and improved our ability to scale efficiently across key markets.
Additional Investment from OSN Streaming Ltd. via Convertible Note Issuance
On December 16, 2024, Anghami announced that we secured a new round of funding from OSN Group. Through a convertible note program, OSN will invest up to $55 million with a $12 million initial investment. This investment builds on the existing partnership between OSN and Anghami established through the OSN+ transaction and is intended to accelerate the growth of both platforms through expanded content offerings.
On February 7, 2025, OSN Streaming Ltd. invested an additional $20 million through the same convertible note program, bringing its total investment to $32 million to date. OSN retains the option to invest up to an additional $23 million under the program.
62
Investment by Warner Bros. Discovery in OSN Streaming Limited
On March 24, 2025, Warner Bros. Discovery announced an agreement to acquire a minority stake in OSN Streaming Ltd., the 55% majority shareholder of Anghami. Under the terms of the agreement, Warner Bros. Discovery will invest $57 million for approximately one-third of OSN Streaming Ltd., subject to regulatory approval.
The transaction expands the existing partnership between the two companies, which includes an exclusive content licensing agreement. Warner Bros. Discovery and OSN Streaming Ltd. plan to jointly invest in locally produced content targeting regional audiences and to explore operational synergies.
This marks Warner Bros. Discovery’s second strategic investment in a Middle Eastern streaming platform. The company fully acquired Turkey-based BluTV in 2023, following an initial 35% minority investment in 2021.
A. Operating Results
Revenue.
We operate and manage our business in three reportable segments:
(1) Revenue from subscriptions, consisting of Anghami Plus and OSN+ subscriptions
(2) Revenue from advertisement, consisting of advertising revenue generated from impression-based digital advertising on Anghami’s Ad-Supported free service and OSN+’s Standard with Ads tier, as well as advertisements through other non-digital services such as production and branded content
(3) Revenue from live events, consisting of revenue generated from Spotlight and Anghami Lab.
We identify these lines of businesses based on the organizational units used by management to monitor the performance and other key aspects of our business in order to make operational decisions, including but not limited to the type of subscriber, the channel of subscribing customer (direct subscriptions, app stores or Telcos, the type and volume of the content consumed, the intellectual property (“IP”) owners of the consumed content, the country of the subscribing customer, research and development, and capital allocations.
Revenue from subscriptions. We provide paid subscribers with access to: (i) commercial-free music streaming on the Anghami platform through our Anghami Plus and Anghami Gold subscription plans; and (ii) premium TV series and movie streaming on the OSN+ platform through our OSN+ Standard, Standard with Ads, and Premium (4K) subscription plans.
Subscribers can access and pay for our services through direct channels, including the Apple App Store, Google Play Store, and our websites, or through Telco and other B2B partners.
As of December 31, 2024, we had approximately 3 million subscribers across Anghami and OSN+.
63
Revenue from advertisement. We generate revenue from (i) impression-based advertising on Anghami’s ad-supported free service and OSN+’s Standard with Ads tier; and (ii) non-impression-based services such as production and branded content.
(i) Impression-based advertising: Revenue is earned by charging advertisers a cost-per-thousand impressions (“CPM”) for display, audio, and video ads. Rates vary by country and region.
(ii) Production and branded content: Includes custom audio and music video content created for brands seeking to promote their products through original media. Past clients include PUBG, EA Sports, Galaxy, Mars, New Balance, PepsiCo, and Vice Arabia.
Revenue from live events. In 2022, Anghami entered the live events space through the acquisition of Spotlight and the Launch of Anghami Lab. Spotlight generates revenue primarily through concert ticket sales and sponsorships. Anghami Lab generates revenue through F&B sales, concerts, live events ticket sales, and hosting of corporate events.
Cost of Revenue.
Cost of revenue consists mainly of royalty costs, publishing rights costs, amortization of intangible assets, processing fees and technology infrastructure.
Content acquisition and royalty costs. Most of our total cost of revenue consists of content costs. We incur these costs in the form of (i) royalty fees paid to music labels for the right to stream their content on our platform, and (ii) licensing fees for video streaming under our content license agreement with OSN Group.
(i) Music (Anghami): For the free Ad-Supported segment, content cost is driven by the number of streams per label, net advertising revenue, and the per-stream rate. For the Premium segment, content cost depends on the number of subscribers, the share of streams per label, the rate per subscriber, the rate per stream, and revenue per subscriber. Rates per subscriber and per stream vary by country and region. Label costs are calculated monthly on a per-country basis. In some cases, our negotiated rates are tied to meeting certain key performance indicators (KPIs), such as subscriber growth or the implementation of content usage restrictions for Ad-Supported users. Some content agreements include a minimum annual guarantee. This guarantee is typically renegotiated each year and is usually, but not always, recouped against the monthly calculated costs. When the full guarantee is not recouped, it results in higher content costs and a lower gross profit margin. To date, unrecouped balances have not been significant.
Included in this expense are the costs associated with publishing rights. Publishing rights are comprised of mechanical licensing and public performance licensing. Mechanical rights grant its holder the right to reproduce and distribute copyrighted musical compositions. Public performance rights enable songwriters, composers and music publishers to have the exclusive right to play and authorize others to play their music under copyright laws. Similar to content cost, we negotiate with Performing Rights Organizations (“PRO”s) on rates, minimum guarantees, and settlement terms for mechanical and public performance rights. PROs are organizations that track, license, and pay for songwriters and publishers their royalties.
(ii) Video (OSN+): We pay a fixed annual content expense under our licensing agreement with OSN Group.
Payment processing and agency fees. We incur processing fees relating to app stores such as Apple Store and Google Play and through the revenue sharing agreements with Telcos. Credit card usage is low in the MENA Region, so we partnered with the leading Telcos in the region to utilize their network as a payment processing solution. Like the app store fees, Telcos’ revenue sharing agreements vary depending on the nature of the partnership (B2B vs. B2C) and on average equal 30% of the revenue generated from subscribers through the Telco network for B2C partnerships in relation to app store fees.
Amortization of intangible assets. Amortization in relation to intangible assets such as:
(i) product development costs, including a portion of engineers’ salaries;
(ii) costs related to the creation of new content, including songs and podcasts; and
(iii) the fair value of intangible assets recognized as part of the OSN+ acquisition, as determined by an external third-party expert.
Intangible assets with finite useful lives are typically amortized on a straight-line basis over their estimated useful life, usually between three to five years. These assets are assessed for impairment whenever there is an indication of potential impairment.
64
Technology infrastructure Costs. These costs relate to the cloud computing and server rental expenses.
We invest in research and development with a focus on creating distinctive application features that enhance the user experience and drive engagement on the platform. In 2024, we rebuilt the OSN+ streaming platform entirely in-house from the ground up, resulting in improved performance and full control over the user experience. Capitalized cost associated with research and development and creating of new features are amortized on a straight-line basis over a five-year period and reported under the cost of revenue. Time spent by engineers on research of new features or managing day-to-day operations like content ingestion, Telco integrations and reporting are expensed as part of monthly employee expenses.
Barter transaction cost. Bater transaction costs represent the value of the marketing and other services that Anghami and OSN+ provide to their partners. This is accounted for in exchange for the barter revenue that is recognized, in equal amounts.
Live events cost. Live events cost includes the cost of sales of Spotlight and Anghami Lab. Spotlights cost of sales consist of events expenses (primarily artist fees and travel expenses as well as venue rentals), whilst Anghami Lab costs of sales include F&B costs, venue rental charges, staff salaries & accommodation, utilities and events and entertainment costs.
Branded content. Branded content costs are associated with branded content and production projects executed by Anghami on behalf of our clients, typically including artist fees and other production-related expenses.
Selling and Marketing Expenses
Marketing and branding expenses. Marketing and branding expenses includes all the digital and social media campaigns, television, offline and outdoor campaigns utilized to promote our brand recognition, user acquisition and user retargeting. It also includes software subscriptions needed for marketing such as SEO tools, mobile attribution and deep linking platforms, and marketing research needed for developing growth and acquisition strategies.
Advertising expenses. Advertising expenses consist of fees paid to advertising and branding agencies to promote and sell ad campaigns to regional and international brands on our platform. We partner with the largest digital ad agency in the MENA Region.
General and Administrative Expenses
General and administrative expenses consist mainly of employee compensations (including salaries and benefits), rental expenses, utilities cost, Estimated Credit Loss (ECL) provisions, share-based compensation expense and depreciation of property and equipment.
Consultancy and Professional Fees
Consultancy and professional fees are costs resulting from legal, audit, and tax and other advisory services.
65
Key Performance Indicators
In addition to the IFRS financial metrics that we regularly monitor, we also monitor the following metrics to evaluate our business, measure our performance and identify trends affecting our business. The metrics provided below are unaudited and were not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC, or the applicable guidelines for the preparation and presentation of financial statements. The metrics provided below may not be comparable to metrics issued by other issuers or competitors.
Active Users
We track active users as an indicator of the size of the audience engaged with our Anghami and OSN+ platforms. Active users are the users who used our Anghami or OSN+ apps for at least once over a three month look back period from the period-end reported. We use the three-month period because we have strong seasonality of music consumption in the MENA Operating Area due to major holidays. For example, users consume less content during Ramadan, the Muslim holy month, while music activity increases in December. The table below sets forth our active users as of December 31, 2022, 2023, and 2024.
| 2024 | 2023 | 2022 | ||||||||||
| Active Users (at year-end) | 22,432,801 | 12,549,063 | 18,762,596 | |||||||||
The increase in Active Users in 2024 is primarily attributable to the inclusion of the OSN+ video streaming user base following the completion of the transaction.
Subscribers, Conversion and ARPU
We define Subscribers as users who have completed registration on our Anghami or OSN+ platforms and activated a payment method for Anghami or OSN+ subscription services. Subscribers include those who are within a grace period of up to 30 days after failure to pay their subscription fee as well as free trial users. We define the Subscription Average Revenue per User, or ARPU, as the monthly measure of total subscription revenue earned during a specific month, divided by the total number of Subscribers over the period of that specific month, that contributed towards the monthly revenue. Subscribers at the month-end are counted without duplication, that is, if a single subscriber has subscribed to different plans over the month, that subscriber is counted as one single subscriber. Free trial users are not counted for the purposes of ARPU. Total subscription revenue includes revenue earned from all types of subscribers (daily, weekly, monthly, semi-annual and annual) and is calculated on an accrual basis excluding any unearned revenue at month-end.
66
The table below sets forth our Subscribers, ARPU and our Direct Telco Integrations for the years ended December 2024, December 2023 and December 2022.
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | % | % | ||||||||||||||||||||||||
| Subscribers | 3,372,028 | 1,725,733 | 1,521,472 | 1,646,295 | 95.40 | % | 204,261 | 13.43 | % | |||||||||||||||||||
| Subscription Average Revenue Per User (USD)* | 2.39 | 1.53 | 2.09 | 0.86 | 56.21 | % | (0.56 | ) | (26.79 | )% | ||||||||||||||||||
| Direct Telco Integrations | 42 | 42 | 42 | - | - | % | - | - | % | |||||||||||||||||||
| * | Average for the year |
Subscribers
In 2024, we began consolidating OSN+ subscribers into our total Subscribers count, whereas in previous years we only accounted for Anghami subscribers. The significant increase in Subscribers in 2024 is therefore two-fold: (i) the addition of OSN+ subscribers and (ii) sustained strong growth in Anghami subscribers.
Subscription Average Revenue Per User (ARPU)
In 2024, ARPU reflects a blended figure for both OSN+ and Anghami, whereas in previous years it included Anghami only. The increase in ARPU is primarily driven by the inclusion of OSN+, which carries a higher ARPU due to the premium pricing of video streaming compared to music streaming, as well as a higher concentration of OSN+ subscribers in higher-ARPU GCC countries. Our overall ARPU is impacted by the inclusion of Telco Bundles in emerging markets, particularly in Egypt, where local currency pricing and recent currency devaluation result in lower ARPU levels.
Results of Operations
The year ended December 31, 2024, was marked by a strategic transaction with OSN+, representing a significant milestone for the Company. This transaction resulted in the addition of a video streaming business, with the financial results of that business consolidated beginning April 1, 2024. Accordingly, the Company’s consolidated financial statements for the year ended December 31, 2024, include nine months of revenue and expenses attributable to the video streaming segment.
Revenues
The table below presents our revenues from each of our segments:
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Revenue from subscriptions | 64,991,807 | 24,557,650 | 27,061,318 | 40,434,157 | 164.65 | % | (2,503,668 | ) | (9.25 | )% | ||||||||||||||||||
| Revenue from advertisement | 11,221,050 | 9,900,071 | 12,057,903 | 1,320,979 | 13.34 | % | (2,157,832 | ) | (17.90 | )% | ||||||||||||||||||
| Revenue from live events | 1,880,548 | 6,922,719 | 9,362,794 | (5,042,171 | ) | (72.84 | %) | (2,440,075 | ) | (26.06 | )% | |||||||||||||||||
| TOTAL | 78,093,405 | 41,380,440 | 48,482,015 | 36,712,965 | 88.72 | % | (7,101,575 | ) | (14.65 | )% | ||||||||||||||||||
67
Revenue from subscriptions.
In 2024, subscription revenue grew by approximately $40 million year-over-year. This growth was driven primarily by the consolidation of nine months of OSN+ revenue beginning April 1, 2024, following the completion of the transaction, which accounted for roughly $39 million of the total year-over-year growth. While Anghami’s revenue grew by approximately $1 million year-over-year, the consolidation of OSN+ was the main driver of overall growth..
Revenue from advertisement.
In 2024, the primary contributor to revenue growth was the increase in barter transaction revenue, which reached USD 2,546,572 compared to USD 111,996 in the prior year. Revenue from branded content and production declined slightly, as this segment continued to be impacted by the war in Gaza, while revenue from impression-based and media advertising remained relatively flat.
Revenue from live events
For the year ended December 31, 2024, revenue from live events decreased by 73% compared to 2023, as we delivered only one major concert, the Amr Diab event in Egypt, and Anghami Lab was open only during the first half of the year.
Expenses
The table below presents a breakdown of our expenses:
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Content acquisition and royalty costs | 77,379,221 | 14,430,879 | 15,819,603 | 62,948,342 | 436.21 | % | (1,388,724 | ) | (8.78 | )% | ||||||||||||||||||
| Payment processing and agency fees | 8,296,788 | 5,449,000 | 5,778,190 | 2,847,788 | 52.26 | % | (329,190 | ) | (5.70 | )% | ||||||||||||||||||
| Amortization of intangible assets | 5,541,431 | 1,599,786 | 1,242,329 | 3,941,645 | 246.39 | % | 357,457 | 28.77 | % | |||||||||||||||||||
| Technology infrastructure costs | 4,674,264 | 2,539,911 | 3,795,517 | 2,134,353 | 84.03 | % | (1,255,606 | ) | (33.08 | )% | ||||||||||||||||||
| Barter transaction cost | 2,546,572 | 111,996 | 4,270,233 | 2,434,576 | 2173.81 | % | (4,158,237 | ) | (97.38 | )% | ||||||||||||||||||
| Live events cost | 2,214,125 | 5,888,466 | 6,933,370 | (3,674,341 | ) | (62.40 | %) | (1,044,904 | ) | (15.07 | )% | |||||||||||||||||
| Branded Content | 1,463,815 | 589,838 | 740,101 | 873,977 | 148.17 | % | (150,263 | ) | (20.30 | )% | ||||||||||||||||||
| Online and other costs | - | 478,666 | 551,179 | (478,666 | ) | (100.00 | %) | (72,513 | ) | (13.16 | )% | |||||||||||||||||
| TOTAL | 102,116,216 | 31,088,542 | 39,130,522 | 71,027,674 | 228.47 | % | (8,041,980 | ) | (20.55 | )% | ||||||||||||||||||
Content acquisition and royalty costs
The year-over-year increase of approximately $63 million in content acquisition and royalty costs in 2024 was primarily attributable to video content expenses associated with the OSN+ video streaming segment. Unlike music content costs, which vary with revenue, video content costs are fixed in accordance with the content license agreement with OSN Group.
Payment processing and agency fees
Similarly, Payment processing and agency fees increased with the introduction of OSN+ revenue streams. These fees are directly tied to subscriptions using direct payment channels (such as credit cards and Google Play), as they are charged as a percentage of the user subscription end price and paid to app stores, credit card gateways, and Telcos (DCB).
68
Amortization of intangible assets
In 2024, Amortization of intangible assets increased due to (i) higher capitalized product development costs, as our engineering team dedicated significant time to re-developing the OSN+ video streaming platform from the ground up, and (ii) the amortization of the fair value of intangible assets recognized as part of the OSN+ acquisition.
Technology infrastructure costs
In 2024, technology infrastructure costs increased following the integration of the OSN+ business. The increase was primarily driven by higher technology costs associated with operating the video streaming service, including content delivery network (CDN) expenses related to content distribution. Additionally, this cost line included a one-time, non-recurring increase of approximately USD 675,000 in transitional technology expenses incurred during the migration of OSN+ to Anghami’s infrastructure.
Barter transaction cost
In 2024, the increase in Barter transaction cost was primarily driven by a barter agreement with a major partner related to the video streaming segment.
Live events costs
Live events costs associated with Spotlight and Anghami Lab.
Branded Content
Branded Content costs mainly consist of the expenses for artists involved in creating content for Branded Content projects conducted by ‘Anghami Studios’, Anghami’s production and branded content division. For instance, if a client commissions Anghami to develop an audio-centric marketing campaign, these costs would be allocated to paying the artists for creating the content. This content will be used in the campaign and will also be available for streaming on Anghami’s platform. In 2024, branded content costs increased due to a one-off deal with a low margin.
Gross Profit and Gross Margin
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Subscription segment | ||||||||||||||||||||||||||||
| Revenue | 64,991,807 | 24,557,650 | 27,061,318 | 40,434,157 | 164.65 | % | (2,503,668 | ) | (9.25 | )% | ||||||||||||||||||
| Cost of revenue | (92,457,957 | ) | (21,344,236 | ) | (23,541,956 | ) | (71,113,721 | ) | 333.18 | % | 2,197,720 | (9.34 | )% | |||||||||||||||
| Gross profit | (27,466,150 | ) | 3,213,414 | 3,519,362 | (30,679,564 | ) | (954.73 | %) | (305,948 | ) | (8.69 | )% | ||||||||||||||||
| Gross margin | (42.26 | %) | 13.09 | % | 13.01 | % | ||||||||||||||||||||||
| Advertisement segment | ||||||||||||||||||||||||||||
| Revenue | 11,221,050 | 9,900,071 | 12,057,903 | 1,320,979 | 13.34 | % | (2,157,832 | ) | (17.90 | )% | ||||||||||||||||||
| Cost of revenue | (7,444,133 | ) | (3,855,840 | ) | (8,655,196 | ) | (3,588,293 | ) | 93.06 | % | 4,799,356 | (55.45 | )% | |||||||||||||||
| Gross profit | 3,776,917 | 6,044,231 | 3,402,707 | (2,267,314 | ) | (37.51 | %) | 2,641,524 | 77.63 | % | ||||||||||||||||||
| Gross margin | 33.66 | % | 61.05 | % | 28.22 | % | ||||||||||||||||||||||
| Live events segment | ||||||||||||||||||||||||||||
| Revenue | 1,880,548 | 6,922,719 | 9,362,794 | (5,042,171 | ) | (72.84 | )% | (2,440,075 | ) | (26.06 | )% | |||||||||||||||||
| Cost of revenue | (2,214,126 | ) | (5,888,466 | ) | (6,933,370 | 3,674,340 | (62.40 | )% | 1,044,904 | (15.07 | )% | |||||||||||||||||
| Gross profit | (333,578 | ) | 1,034,253 | 2,429,424 | (1,367,831 | ) | (132.25 | )% | (1,395,171 | ) | (57.43 | )% | ||||||||||||||||
| Gross margin | (17.74 | )% | 14.94 | % | 25.95 | % | ||||||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||||
| Revenue | 78,093,405 | 41,380,440 | 48,482,015 | 36,712,965 | 88.72 | % | (7,101,575 | ) | (14.65 | )% | ||||||||||||||||||
| Cost of revenue | (102,116,216 | ) | (31,088,542 | ) | (39,130,522 | ) | (71,027,674 | ) | 228.47 | % | 8,041,980 | (20.55 | )% | |||||||||||||||
| Gross profit | (24,022,811 | ) | 10,291,898 | 9,351,493 | (34,314,709 | ) | (333.41 | %) | 940,405 | 10.06 | % | |||||||||||||||||
| Gross margin | (30.76 | %) | 24.87 | % | 19.29 | % | ||||||||||||||||||||||
69
In 2024, Subscription segment gross margin was negative, primarily due to the added costs associated with the OSN+ video streaming segment. Video content costs are largely fixed in nature, unlike music content costs, which are mostly variable and tied to revenue-sharing arrangements. As a result, the video segment had a disproportionate impact on gross margin during its initial scaling phase.
In 2024, the gross profit margin for the Advertisement segment declined, primarily due to a higher volume of barter agreements compared to 2023. Barter transactions adversely impact margins.
In 2024, the gross profit margin for the Live Events segment was negative, primarily due to limited activity during the year. Only one major concert, the Amr Diab event in Egypt, was executed, and Anghami Lab operated for only six months. The Live Events segment continued to be affected by the war in Gaza and was not a strategic focus during the year.
Advertising and marketing expenses
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Advertising expenses | 2,333,394 | 2,386,088 | 2,435,769 | (52,694 | ) | (2.21 | )% | (49,681 | ) | (2.04 | )% | |||||||||||||||||
| Marketing and branding expenses | 16,934,781 | 5,983,651 | 9,133,617 | 10,951,130 | 183.02 | % | (3,149,966 | ) | (34.49 | )% | ||||||||||||||||||
| TOTAL | 19,268,175 | 8,369,739 | 11,569,386 | 10,898,436 | 130.21 | % | (3,199,647 | ) | (27.66 | )% | ||||||||||||||||||
Advertising expenses
In 2024, advertising expenses decreased slightly, in line with the proportionate decline in revenue generated through our digital advertising agency partner, which sells ads on our behalf.
Marketing and branding expenses
In 2024, marketing and branding expenses increased following the integration of OSN+ into our business. The OSN+ video streaming segment is in a growth phase and maintains dedicated brand and acquisition marketing budgets to support brand awareness and subscriber growth initiatives.
70
General and administrative expenses
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Salaries and other related benefits | 14,008,123 | 11,082,572 | 12,954,848 | 2,925,551 | 26.40 | % | (1,872,276 | ) | (14.45 | )% | ||||||||||||||||||
| Employees’ share-based compensation | - | 359,365 | 564,741 | (359,365 | ) | (100.00 | )% | (205,376 | ) | (36.37 | )% | |||||||||||||||||
| Rent and related charges | 808,969 | 670,557 | 514,643 | 138,412 | 20.64 | % | 155,914 | 30.30 | % | |||||||||||||||||||
| Travel expenses | 216,998 | 248,740 | 327,808 | (31,742 | ) | (12.76 | )% | (79,068 | ) | (24.12 | )% | |||||||||||||||||
| Utilities | 116,519 | 92,766 | 299,697 | 23,753 | 25.61 | % | (206,931 | ) | (69.05 | )% | ||||||||||||||||||
| Insurance expense | 1,040,793 | 1,047,939 | 564,617 | (7,146 | ) | (0.68 | )% | 483,322 | 85.60 | % | ||||||||||||||||||
| Expected Credit Losses | 453,643 | - | 716,291 | 453,643 | - | % | (716,291 | ) | (100.00 | )% | ||||||||||||||||||
| Write off receivables | 17,327 | 18,151 | 45,679 | (824 | ) | (4.54 | )% | (27,528 | ) | (60.26 | )% | |||||||||||||||||
| Depreciation of property and equipment | 498,270 | 486,771 | 204,002 | 11,499 | 2.36 | % | 282,769 | 138.61 | % | |||||||||||||||||||
| Amortization of intangibles assets | 134,285 | 32,793 | 3,437 | 101,492 | 309.49 | % | 29,356 | 854.09 | % | |||||||||||||||||||
| Depreciation of rights-of-use assets | 121,078 | 154,247 | 121,020 | (33,169 | ) | (21.50 | )% | 33,227 | 27.46 | % | ||||||||||||||||||
| Provision for employee’s end of service benefit | 762,891 | 431,439 | 643,904 | 331,452 | 76.82 | % | (212,465 | ) | (33.00 | )% | ||||||||||||||||||
| License fees | 419,203 | 84,386 | 48,362 | 334,817 | 396.77 | % | 36,024 | 74.49 | % | |||||||||||||||||||
| Settlement fees | - | 2,000,000 | - | (2,000,000 | ) | (100.00 | )% | 2,000,000 | - | % | ||||||||||||||||||
| Other expenses | 235,333 | 370,525 | 356,264 | (135,192 | ) | (36.49 | )% | 14,261 | 4.00 | % | ||||||||||||||||||
| TOTAL | 18,833,432 | 17,080,251 | 17,365,313 | 1,753,181 | 10.26 | % | (285,062 | ) | (1.64 | )% | ||||||||||||||||||
In 2024, general and administrative expenses increased marginally, primarily due to higher salaries and related benefits following the OSN+ transaction, which added personnel to support the video streaming business.
Finance costs
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Interest on lease liabilities | 46,053 | 40,070 | 58,610 | 5,983 | 14.93 | % | (18,540 | ) | (31.63 | %) | ||||||||||||||||||
| Interest on convertible loans | 47,667 | 137,500 | 322,748 | (89,833 | ) | (65.33 | %) | (185,248 | ) | (57.40 | %) | |||||||||||||||||
| Interest on working capital loans | - | - | 88,757 | - | -% | (88,757 | ) | (100.00 | %) | |||||||||||||||||||
| Bank interest and other charges | 81,283 | 90,947 | 82,636 | (9,664 | ) | (10.63 | %) | 8,311 | 10.06 | % | ||||||||||||||||||
| TOTAL | 175,003 | 268,517 | 552,751 | (93,514 | ) | (34.83 | %) | (284,234 | ) | (51.42 | )% | |||||||||||||||||
Interest on lease liabilities
Interest on lease liabilities calculated using the effective interest rate method and reflects the unwinding of the discount applied to the lease liability over time.
71
Interest on convertible loans
On December 16, 2024, Anghami issued a senior unsecured convertible note in the principal amount of USD 12,000,000 to OSN Streaming Ltd. The note is convertible into Anghami’s ordinary shares. The USD 47,667 interest expense on convertible loans for 2024 represents interest accrued from the issuance date through December 31, 2024.
Bank interest and other charges
Bank interest and other charges mainly consist of charges levied by the bank for various services, such as account maintenance, transaction processing, and other banking services.
Non-IFRS Financial Measures
This annual report includes certain non-IFRS financial measures, such as Adjusted EBITDA. We present Adjusted EBITDA, a non-IFRS performance measure, to supplement the financial results presented in accordance with IFRS. Adjusted EBITDA is defined as earnings before interest, income tax, depreciation and amortization and certain adjustments for one-off and exceptional items. We believe Adjusted EBITDA is useful to investors for evaluating the operating performance against competitors, which commonly disclose similar performance measures. However, our calculation of Adjusted EBITDA is susceptible to varying calculations and may not be comparable to other similarly titled performance measures of other companies. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure. You should not consider Adjusted EBITDA in isolation, or as a substitute for an analysis of our results as reported on our consolidated financial statements appearing elsewhere in this annual report.
Adjusted EBITDA
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| EBITDA | (55,250,750 | ) | (11,310,636 | ) | (13,393,664 | ) | (43,940,114 | ) | 388.48 | % | 2,083,028 | (15.55 | )% | |||||||||||||||
| As a percentage of revenue | (70.75 | )% | (27.33 | )% | (27.63 | )% | ||||||||||||||||||||||
In 2024, Adjusted EBITDA was primarily impacted by the addition of video content costs related to the OSN+ video streaming segment. As noted previously, the OSN+ segment is in a revenue growth phase and incurs fixed content costs that currently exceed the segment’s revenue contribution.
For a discussion of the limitations associated with using Adjusted EBITDA rather than IFRS measures and a reconciliation of Adjusted EBITDA to net loss, see discussion below under the heading “Non-IFRS Financial Measures” and the section entitled “Selected Historical Financial Data of Anghami.”
72
The following table presents a reconciliation of Adjusted EBITDA to the net loss for the periods indicated:
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Net loss | (63,592,548 | ) | (15,665,634 | ) | (61,221,032 | ) | (47,926,914 | ) | 305.94 | % | 45,555,398 | (74.41 | )% | |||||||||||||||
| Taxes | 1,772,085 | 654,991 | 892,937 | 1,117,094 | 170.55 | % | (237,946 | ) | (26.65 | )% | ||||||||||||||||||
| Finance cost | 175,003 | 268,517 | 552,751 | (93,514 | ) | (34.83 | )% | (284,234 | ) | (51.42 | )% | |||||||||||||||||
| Foreign exchange (gain)/loss, net | 1,009,006 | 2,656,846 | 3,129,330 | (1,647,840 | ) | (62.02 | )% | (472,484 | ) | (15.10 | )% | |||||||||||||||||
| Finance income | 538,877 | 18,959 | 15,036 | 519,918 | 2742.33 | % | 3,923 | 26.09 | % | |||||||||||||||||||
| Other income | (311,611 | ) | (3,242,597 | ) | (2,825,374 | ) | 2,930,986 | (90.39 | )% | (417,223 | ) | 14.77 | % | |||||||||||||||
| Depreciation and amortization | 6,173,986 | 3,063,693 | 3,673,765 | 3,110,293 | 101.52 | % | (610,072 | ) | (16.61 | )% | ||||||||||||||||||
| Share based payments | - | 359,365 | 564,741 | (359,365 | ) | (100.00 | %) | (205,376 | ) | (36.37 | )% | |||||||||||||||||
| Recapitalization expenses | - | - | 48,521,756 | - | -% | (48,521,756 | ) | (100.00 | )% | |||||||||||||||||||
| Fair Value change of warrants liabilities | (1,624,868 | ) | 575,224 | (6,697,574 | ) | (2,200,092 | ) | (382.48 | )% | 7,272,798 | (108.59 | )% | ||||||||||||||||
| Fair value of embedded derivatives | 609,320 | - | - | 609,320 | -% | - | -% | |||||||||||||||||||||
| EBITDA | (55,250,750 | ) | (11,310,636 | ) | (13,393,664 | ) | (43,940,114 | ) | 388.48 | % | 2,083,028 | (15.55 | )% | |||||||||||||||
B. Liquidity and Capital Resources
For the year ended December 31, 2024 we recorded net losses of $63.0 million and had cash and cash equivalents of $14.2 million.
The investment by OSN Streaming Ltd. helps address the capital resource needs highlighted previously. As described in the Recent Developments section of “Item5. Operating and Financial Review and Prospects” of this Annual Report, OSN Streaming Ltd. has invested $32 million through the purchase of a convertible note in Anghami and retains the option to invest up to an additional $23 million.
Our future capital requirements depend on many factors including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities. Further, as part of our growth strategy, we may enter into arrangements to acquire products, services, and/or technologies. To enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, we may in the future seek equity or debt financing.
73
Cash Flow
The following table summarizes our cash flows for each of the periods presented:
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Cash from operating activities | (47,818,590 | ) | (3,809,303 | ) | 84,663 | (44,009,287 | ) | 1155.31 | % | (3,893,966 | ) | (4599.37 | )% | |||||||||||||||
| Cash from investing activities | (1,037,369 | ) | (1,310,678 | ) | (12,577,132 | ) | 273,309 | (20.85 | )% | 11,266,454 | (89.58 | )% | ||||||||||||||||
| Cash from financing activities | 56,765,066 | 8,238,335 | 14,973,260 | 48,526,731 | 589.04 | % | (6,734,925 | ) | (44.98 | )% | ||||||||||||||||||
| Net change in cash and cash equivalents | 7,909,107 | 3,118,354 | 2,480,791 | 4,790,753 | 153.63 | % | 637,563 | 25.70 | % | |||||||||||||||||||
| Cash and cash equivalent | 14,140,792 | 6,231,685 | 3,113,331 | 53,317,484 | 855.59 | % | (6,097,362 | ) | (195.85 | )% | ||||||||||||||||||
| Free cash flow | (48,855,959 | ) | (5,119,981 | ) | (12,492,469 | ) | 53,317,484 | (1041.36 | )% | (6,097,362 | ) | 48.81 | % | |||||||||||||||
Operating Activities
During the year ended December 31, 2024, cash flows from operating activities were negative at $46.8 million, due to continued negative net profit from our core operations, as content costs exceed subscription revenue and our video streaming segment has not yet reached scale. We continue to grow our video and music subscriber base and optimize our operations, notably through the launch of new video streaming products, feature enhancements, and improvements to our user acquisition funnel.
Investing Activities
The 2024 cash outflows from investing activities increased compared to 2023 due to the (i) higher capitalization of application development-related costs, resulting from the engineering team’s work on the OSN+ streaming platform; and (ii) the capitalization of costs of the OSN+ original content, The Fashionista.
Financing Activities
In the year ended December 31, 2024 net cash inflows from financing activities primarily consisted of approximately $43 million in proceeds from the OSN+ transaction and the issuance of private warrants, $12 million from the initial convertible note issued to OSN Streaming Ltd., and approximately $2 million in government grants received through the ADIO incentives program.
Free Cash Flow
Free cash flow is defined as the total sum of operating and investing cash flow. In 2024, Free cash flow was negative $48.9 million, primarily due to the overall net loss incurred during the period.
Indebtedness
Our principal debts are comprised of trade accounts payables, convertible notes, bank overdraft, and operating lease obligations.
74
Contractual Obligations and Commitments
Anghami 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 December 31:
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Less than one year | 279,590 | 646,048 | 4,194,264 | |||||||||
| Later than one year but not more than 5 years | 5,333,290 | - | 1,250,000 | |||||||||
In addition to the minimum guarantees listed above, Anghami is subject to various service agreements including a service agreement with Amazon for the use of Amazon servers and cloud.
C. Research and Development, Patents and Licenses
For a discussion of our research and development policies and costs, see “Item 4.B. Business Overview—Intellectual Property,” “Item 5. Operating and Financial Review and Prospects—Cost of Revenue—Amortization of intangible assets” and discussions elsewhere in this Annual Report.
D. Trend Information
Seasonality in Our Business
Our business exhibits significant seasonality across its various segments.
We face seasonal fluctuations during Ramadan, the Muslim holy month. Ramadan started in March in 2024 but is a floating holiday and shifts by approximately 10 days each year. During Ramadan, our user activities and revenues may drop due to general reductions in people’s daily leisure activities, especially when it comes to the consumption of music. Since 2017, we have offered a special Ramadan section on Anghami that offers Ramadan-related content to offset the negative impact on user engagement and retention due to Ramadan’s seasonality.
The fourth quarter is typically the strongest for our advertising segment, driven by increased advertiser spending during the holiday season.
Competition
We still consider piracy to be our main competitor, as copyright protection laws in the MENA Region remain underdeveloped. Pirated content, both music and video, continues to be widely accessible. We aim to counter this by offering a legal, high-quality experience with access to exclusive features through paid subscriptions.
Our other competitors include global streaming services. In music streaming, Apple Music launched globally—including in the MENA Region—in 2015, followed by Spotify and Deezer in 2018, and YouTube Music in 2019. These platforms benefit from strong global ecosystems and content libraries, yet our subscriber base has continued to grow. We believe that increased competition has helped raise awareness of legal streaming, contributing to overall market growth.
In video streaming, our partnership with OSN+ places us in competition with a few key players. Internationally, Netflix remains the primary competitor with respect to premium international content. Regionally, Shahid is a strong player, particularly with respect to Arabic content and seasonal programming during Ramadan. Our strategy focuses on delivering a differentiated experience through curated international content via OSN+, with the potential for bundling and deeper integration within the Anghami ecosystem in the future.
We are also aware of smaller, less impactful streaming platforms with limited Telco integration and overall reach. However, we do not view them as direct competitors, as Anghami uniquely offers a differentiated mix of premium and exclusive video content through OSN+, alongside a rich library of international and Arabic music, podcasts, and more.
75
Market Trends and Future Outlook
Subscription growth strategy
Driving growth through our core music and video streaming subscription offerings remains our primary focus. As we continue to optimize customer acquisition, we intend to leverage digital marketing channels that have consistently delivered strong returns on investment. We also plan to refine our subscription offers throughout the year and improve conversion rates by deepening our understanding of the user lifecycle. In parallel, we remain committed to enhancing our platform to deliver localized, differentiated, and high-quality experiences to our users. In addition, we aim to extend our reach through strategic B2B partnerships that complement our direct-to-consumer efforts and unlock new distribution channels.
Revenue from advertisement
Our aim is to continue to grow revenues, through four key strategies:
| 1. | Growing the core media advertising business on the Anghami platform |
| 2. | Continuing to offer customized, advertising solutions for partners on Anghami platform |
| 3. | Continuing to grow our Anghami Studios Branded Content division |
| 4. | Ramping up our Ad Tier on OSN+ |
Live events
The strategic addition of live events in 2022 through Anghami Spotlight and Anghami Lab has not only diversified our revenue streams but also opened up new channels for earned marketing. Live events and performances hosted via Anghami Spotlight and Anghami Lab enable artists to connect more closely with their target audiences while amplifying their content on the Anghami platform, leading to increased user engagement.
E. Critical Accounting Estimates
Critical Accounting Policies and Estimates
The Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), which require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.
The key areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, include:
| ● | Determining the lease term of contracts with renewal and termination options – Group as lessee | |
| ● | Share-based payments | |
| ● | Agreements and arrangements | |
| ● | Warrants | |
| ● | Useful lives of intangible assets | |
| ● | Estimated credit losses | |
| ● | Estimation in Capitalization of Engineering Costs | |
| ● | Uncertain tax positions |
Further details on these areas are provided in Note 3.5 Significant accounting judgements, estimates and assumptions to the consolidated financial statements.
76
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
As of December 31, 2024, our directors and senior management are as follows:
| Name | Age | Position | ||
| Sheikha Adana Naser Sabah Al Sabah | 54 | Chair of the board of directors | ||
| Elias Habib | 52 | Chief Executive Officer, Director | ||
| Laura Herbin | 44 | Chief Financial Officer | ||
| Edgard Maroun | 50 | Director | ||
| Meshal Ali | 60 | Director | ||
| Michael Johnson | 66 | Director | ||
| Joseph El Kawkabani | 47 | Director | ||
| Mohammed Nazer | 38 | Director |
Sheikha Adana Naser Sabah Al Sabah has served as a Director since April 1, 2024. Sheikha Adana has served as Group Chief Executive Officer of the Kuwait Projects Company (KIPCO) since January 2022, and has served on KIPCO’s board of directors since December 2020. Sheikha Adana is also the founder and chair of the Board of Trustees of the American University of Kuwait, chair of the United Education Company, and chair of Jordan Kuwait Bank. Sheikha Adana’s other principal directorships include KAMCO Investment Company and Gulf Insurance Group. Between October 2015 and August 2020, Sheikha Adana was the Chief Executive Officer of the Al Futtooh Holding Company.
Sheikha Adana holds a Bachelor’s degree in English literature from the College of Arts, Kuwait University, and was awarded a Doctorate of Humane Letters from Dartmouth College, USA. Sheikha Adana was appointed to the Company’s board of directors as one of OSN Streaming Ltd.’s nominees pursuant to the terms of the Registration Rights Agreement, by and between the Company and OSN Streaming Limited, dated April 1, 2024 (the “Registration Rights Agreement”).
77
Elias Habib serves as our Chief Executive Officer. Mr. Habib is Anghami’s co-founder and has served as Anghami’s Chief Technology Officer. He served as the chairman of the Board of Directors until the closing of the OSN transaction. Prior to founding Anghami, Mr. Habib was the co-founder and Chief Technology Officer of PowerMeMobile, since 2003. Previously, Mr. Habib served as IT Manager at Naharnet, and developed an online e-commerce store for Getforless. Mr. Habib received a Bachelor’s degree in Computer Science and a Master’s degree in Software Engineering from the Lebanese American University in Lebanon.
Laura Herbin serves as our Chief Financial Officer. Ms. Herbin is also the Chief Financial Officer of OSN, having fulfilled several other senior roles within the OSN group over the past 7 years. Prior to joining the OSN group, Ms Herbin spent 13 years with PwC in various roles across Europe, the United States, the Middle East, and the Far East.
Ms. Herbin is a certified Management Accountant (CMA). She holds a Master’s degree in Finance from Audencia Business School, Nantes; a Master’s degree in Science from The Ohio State University (Fisher College of Business); and a Bachelor’s degree in Economics (honours) from the Catholic University of Lille.
Edgard Maroun is Anghami’s co-founder and has served as a member of Anghami’s Board of Directors since 2012. He served as Chief Executive Officer until the closing of the OSN transaction. Mr. Maroun handles the business development and strategic partnerships among music labels, telecommunication companies, advertisers and the media. Prior to founding Anghami, Mr. Maroun was VAS Manager at PowerMeMobile from 2001 to 2012. Mr. Maroun received a Bachelor’s degree in Law and a Master’s degree in Private Law from the University of La Sagesse in Lebanon, a Master’s degree in Business Administration in International Business from Bordeaux Business School (Kedge) and a Master’s degree in Business Administration from Notre Dame University, Lebanon.
Meshal Ali has served as a Director since April 1, 2024. Mr. Ali is currently the Chair of AlRayan Holding Company, Vice Chair of United Education Company, and President and CEO of the National Offset Company, Kuwait. Mr. Ali also serves as a board member of Panther Media Group Limited.
Mr. Ali holds a Bachelor of Business Administration degree from the University of Arkansas, USA. Mr. Ali was appointed to the Company’s board of directors as one of OSN Streaming Ltd.’s nominees pursuant to the terms of the Registration Rights Agreement.
Joseph El Kawkabani has served as a Director since April 1, 2024. Mr. Kawkabani is the Chief Executive Officer at OSN group, one of the region’s largest media and entertainment companies. Based in Dubai and serving the Middle East and North Africa region, Mr. Kawkabani joined OSN Group in April 2022 to lead the company’s transformation and growth strategy. Mr. Kawkabani is an industry veteran, with more than 20 years of experience in structuring and managing investments and companies. Before joining the OSN group, Mr. Kawkabani’s tenure as Group Chief Investment Officer at Kuwait Projects Company (KIPCO) saw him spearhead the company’s overall value creation and transformation programs, setting and executing its investment strategy. Earlier in his career, Mr. Kawkabani held the position of Chief Investment Officer - MENA equities at Franklin Templeton, a global leader in asset management. He was also the co-founder and Managing Director at Algebra Capital. Mr. Kawkabani holds a bachelor’s degree in Business Administration from Saint Joseph University in Beirut. Mr. Kawkabani was appointed to the Company’s board of directors as one of OSN Streaming Ltd.’s nominees pursuant to the terms of the Registration Rights Agreement.
78
Michael Johnson has served as a Director since April 1, 2024. Mr. Johnson is a Certified Management Accountant (CMA) and a Certified Internal Auditor (CIA). He is also a fellow of the Institute of Directors (UK) and a senior accredited director of the Institute of Directors (Singapore). Mr. Johnson has served as a member of the board of directors on a number of private company boards. His other current primary directorships include Panther Media Group Limited (a UAE-DIFC registered company operating the OSN satellite television network); MIG Holding Ltd (a UAE-DlFC registered pan-regional insurance company and broker); Preminen MENA Price Comparison W.L.L (an e-commerce start-up JV, with a FTSE 100 partner); and Ace Gallagher W.L.L (a JV regional brokerage company, with NYSE listed Arthur J. Gallagher & Co Insurance). Mr. Johnson holds a Master of Laws degree in International Business Law from the University of Liverpool, UK, a Bachelor of Law (first class honours) degree from the Open University, UK; an MBA in Finance and International Business from Wayne State University, Detroit; and a Bachelor of Science degree in Accounting from Wayne State University, Detroit, USA. Mr. Johnson was appointed to the Company’s board of directors as one of OSN Streaming Ltd.’s nominees pursuant to the terms of the Registration Rights Agreement.
We believe Mr. Johnson to be well qualified to serve on our board of directors and on the BAC due to his extensive financial and regional knowledge, and his experience in the broadcasting and entertainment industries.
Mohammed Nazer was appointed to the Board of Directors of the Company effective May 15, 2024. Mr. Nazer is the Chief Financial Officer and Chief Investment Officer at Saudi Research and Media Group (“SRMG”). Prior to joining SRMG, he served as Executive Director at Goldman Sachs Saudi Arabia, and prior to that, he was part of J.P. Morgan’s Mergers and Acquisitions team in New York. Other prior experience includes positions at Jadwa Investment, Barclays Capital, and Proctor & Gamble. Mr. Nazer sits on the Board of Directors of the Saudi Printing and Packaging Company, Argaam Investment Company, and Thmanyah Company for Publishing and Distribution. Mr. Nazer has a Master of Business Administration from The Wharton School at the University of Pennsylvania and an undergraduate degree from New York University.
The business address for each of the directors and executive officers of the Company is 16th Floor, Al-Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.
Changes in Officers and Board of Directors
On May 15, 2024, Anghami announced the appointment of Mohammed Nazer to the Board of Directors of the Company, Following the resignation of Kaswara Saria Alkhatib as a director of the Company and a member of the Audit Committee, effective as of the filing of the Company’s financial statements and Form 20-F on 29 April 2024.
Mr. Nazer was appointed to the Board of Directors of the Company pursuant to the terms of that certain Director Designation Agreement, dated August 16, 2023, by and between Anghami and SRMG. In connection with Mr. Nazer’s appointment, Anghami and OSN Streaming Limited agreed that Mr. Nazer would serve as the remaining director to be mutually agreed by Anghami and OSN Streaming Limited.
Family Relationships
There are no family relationships between any of the directors. There are no family relationships between any director and any of the senior management of our Company.
Arrangements or Understandings
Upon the closing of the Business Combination, our directors were appointed to three classes pursuant to the terms of the Business Combination Agreement. For more information about the classes to which our directors were appointed, see “Item 6. Directors, Senior Management And Employees - Board Practices - Classified Board of Directors.”
79
B. Compensation
Anghami Executive Compensation
For the year ended December 31, 2024, Anghami’s executive officers received total compensation of approximately $983,776. The total compensation paid to Anghami’s executive officers consists of base salary, and the value of stock options granted in 2024. Anghami’s executive officers are also entitled to and earn sales commission as well as certain statutory medical insurance and allowances, to the extent applicable.
Compensation of Directors and Officers
Our executive compensation program reflects Anghami’s compensation policies and philosophies, as they may be modified and updated from time to time.
Eligibility and Administration
Employees or directors (including executive directors), non-executive directors or consultants of Anghami Inc. or of any member of our group are eligible to participate in the LTIP. The LTIP is administered by the Compensation Committee.
Nature of the LTIP and Form of Awards
The LTIP is an “umbrella” arrangement which, to give the Compensation Committee maximum flexibility, allows various types of award to be granted. It is intended that the LTIP will be used to grant Performance Share Awards, Restricted Stock Awards and Market Value Stock Options to employees, non-executive directors or consultants of any member of the Group. Performance Share Awards must be granted subject to performance targets. Performance Share Awards and Restricted Stock may be granted in the form of nil (or nominal) cost options to acquire ordinary shares; or contingent rights to receive ordinary shares. Market Value Stock Options will be granted as an option to acquire ordinary shares at market value.
Individual limits
The LTIP contains individual limits which provide that the market value of ordinary shares that may be granted under award to any one awardholder in any financial year of Anghami Inc. cannot exceed 200% if the awardholder’s annual base salary.
Source of Ordinary Shares and dilution limits
Awards are satisfied by newly issued ordinary shares. The aggregate number of ordinary shares which may be issued or transferred pursuant to awards under the LTIP is 5,000,000 preference shares, which is approximately equal to 0.23% of our total issued share capital in issue at the time.
Grant of awards
The Compensation Committee may, in its absolute discretion, determine which participants (if any) will be selected for the grant of an award. The Compensation Committee may consider recommendations made by our executive directors as to which participants should be selected. Awards may then be granted to selected participants at any time. No Award may be made in breach of any dealing restriction. No Award may be made after February 3, 2032.
Performance targets
Performance Share Awards will always be subject to performance targets. Performance targets are defined as any performance-related condition(s) relating to the performance of any one or more of Anghami Inc., a Subsidiary, a division and/or the awardholder measured over the applicable performance period specified for the relevant award. The Compensation Committee has the discretion to reduce the number of ordinary shares that vest to ensure that the vesting outcome is appropriate in light of the underlying business performance of the Group. The Compensation Committee may amend a performance target if an event occurs which causes the Compensation Committee to consider it appropriate to do so. The amended performance target shall not be materially more or less demanding to satisfy than the original performance target was when first set and must be a fairer measure of performance than the original performance target.
80
Vesting of awards
Performance Share Awards will normally vest on the third anniversary of grant, subject to the satisfaction of the performance targets. Restricted Stock Awards will vest on such dates as the Compensation Committee may determine on or before the grant of the awards. Market Value Stock Options will vest on such dates as the Compensation Committee may determine on or before the grant of the awards. On or before the grant of an award, the Compensation Committee shall determine whether the award shall be subject to a post-vesting holding period. If so, and to the extent that the Compensation Committee considers it appropriate, the Compensation Committee shall also determine the basis upon which the post-vesting holding period will operate.
Leaving employment
If an awardholder leaves employment with the Group his award will lapse unless he is a “good leaver.” An award holder will be a “good leaver” if the reason for leaving is death, ill-health, injury, disability, redundancy, retirement, the transfer of the employing business or company, or other reasons as determined by the Compensation Committee. If the award holder is a good leaver then any awards shall vest on the date on which they would have vested had the cessation not occurred subject to any performance targets being satisfied, and, unless in exceptional circumstances the Compensation Committee determines otherwise, taking into account a time pro-rata reduction to reflect the period of time between grant and cessation relative to the length of the vesting period.
Corporate events
In the event of a takeover of Anghami Inc., awards shall vest early, unless the Compensation Committee determines otherwise, subject to a Time Pro-Rata Reduction. If we are or may be affected by a demerger, delisting, special dividend or other event which, in the opinion of the Compensation Committee, would affect the market price of a Share to a material extent, the Compensation Committee may allow Awards to vest at such time as it sees fit.
If there is an Internal Reorganisation and awardholders are invited to accept an exchange of awards, or the Compensation Committee determines that there will be an automatic exchange of awards, awards shall not vest as a result of the Internal Reorganisation, and at the end of the period in which awardholders may accept such an invitation or upon an automatic exchange of awards (as applicable), the awards shall lapse in full.
Rights attaching to ordinary shares and transferability
Ordinary shares allotted or transferred under the LTIP will rank alongside shares of the same class then in issue. We will apply to the Securities and Exchange Commission for the listing of any newly issued ordinary shares. Awards are not transferable (except on death) and are not pensionable benefits.
Amendment
The Compensation Committee may amend the LTIP in any respect. However, no alteration or amendment may be made to any of the provisions of the LTIP if it would adversely affect the rights of an existing awardholder, except where the alteration or amendment has been approved by the awardholder who would be adversely affected by the alteration or amendment. All alterations and amendments to the LTIP are subject to any approvals required pursuant to the rules of the applicable stock exchange or any listing, regulatory or governmental authority and taking into account any exemptions provided by such rules.
Indemnification Agreements with Directors and Executive Officers
Anghami Inc. has also entered into indemnification agreements with its directors and executive officers. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by a Cayman Islands court to be contrary to public policy, such as to provide indemnification against fraud or willful default or the consequences of committing a crime. The Amended and Restated Memorandum and Articles of Association of the Company (our “Charter”) provides for indemnification of its officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have or will maintain insurance on behalf of its directors and executive officers. We have entered into contracts with certain of our directors and executive officers providing indemnification of such directors and executive officers by us to the fullest extent permitted by law, subject to certain limited exceptions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
81
C. Board Practices
Classified Board of Directors
Our board of directors currently consists of seven directors. In accordance with our articles of association, our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors initially appointed as Class I and Class II directors) serving a three-year term. For more information on the length of time each director has served, see “Item 6.A. Directors and Senior Management.”
As of December 31, 2024, our directors were as follows:
Class I directors: Michael Johnson and Joseph El Kawkabani.
Class II directors: Sheikha Adana Naser Sabah Al Sabah (also appointed as Chair of the board of directors), Meshal Ali and Mohammed Nazer.
Class III directors: Elias Habib and Edgard Maroun.
Independence of our Board of Directors
Prior to the closing of the OSN transaction, a majority of our board consisted of independent directors. As a results of the closing of the OSN transaction, we are a controlled company and a foreign private issuer are not required to have a majority independent board of directors.
Board Committees
Audit Committee
Our Audit Committee is responsible for, among other things:
| ● | meeting with our independent registered accounting firm regarding, among other issues, audits and the adequacy of our accounting and control systems; |
| ● | monitoring the independence of the independent registered public accounting firm; |
| ● | verifying (or coordinating) the rotation of the lead audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit, as required by law; |
| ● | inquiring and discussing with management our compliance with applicable laws and regulations; |
| ● | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
| ● | appointing or replacing the independent registered public accounting firm; |
82
| ● | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
| ● | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
| ● | reviewing our policies on risk assessment and risk management; and |
| ● | reviewing related person transactions. |
Our Audit Committee consists of Michael Johnson. Our Audit Committee member satisfies the independence requirements set forth under NASDAQ Stock Market Rule 5605(a)(2) and in Rule 10A-3 under the Exchange Act. In addition, the Audit Committee member meets the requirements for financial literacy under applicable SEC and Nasdaq rules. Our board of directors has determined that Mr. Michael Johnson is an “audit committee financial expert,” as defined in Item 16A of Form 20-F.
Compensation Committee
Our compensation committee is responsible for, among other things:
| ● | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
| ● | reviewing and approving the compensation of all of our other executive officers; |
| ● | reviewing our executive compensation policies and plans; |
| ● | implementing and administering our incentive compensation equity-based remuneration plans; |
| ● | assisting management in complying with any disclosure requirements; |
| ● | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
| ● | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.; and |
| ● | retaining and overseeing any compensation consultants. |
As of December 31, 2024, our compensation committee consisted of Michael Johnson as the Chair of the committee and Meshal Ali.
83
Risk Oversight
Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, and our most significant risks. Our board of directors oversees management’s implementation of risk mitigation strategies. Our Audit Committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk function has not negatively affected our board of directors’ leadership structure.
D. Employees
Information regarding the employees of Anghami Inc. is included under “Item 4. Information on the Company – B. Business Review – Employees” of this Report.
E. Share Ownership
See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” of this Report for information regarding share ownership in the Company.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table shows the beneficial ownership of common shares and ordinary shares as of December 31, 2024 by:
| ● | each person known to us who will beneficially own more than 5% of the common shares and ordinary shares; |
| ● | each of our executive officers and directors; and |
| ● | all of the executive officers and directors of as a group. |
84
The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares or common shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the ordinary shares and common shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.
The percentage of beneficial ownership for the following table is based on 66,864,696 ordinary shares outstanding as of December 31, 2024.
| Number | % of Class | |||||||
| Executive Officers and Directors(1): | ||||||||
| Edgard Maroun | 2,486,052 | 3.7 | % | |||||
| Elias Habib | 2,486,052 | 3.7 | % | |||||
| Laura Herbin | — | * | ||||||
| Sheikha Adana Naser Sabah Al Sabah | — | * | ||||||
| Joseph El Kawkabani | — | * | ||||||
| Michael Johnson | — | * | ||||||
| Meshal Ali | — | * | ||||||
| Mohammed Nazer | — | * | ||||||
| All directors and executive officers as a group | 4,989,104 | 7.5 | % | |||||
| Five Percent or More Holders: | ||||||||
| OSN Streaming Ltd (2) | 72,411,753 | 70.8 | % | |||||
| MBC Ventures Limited (3) | 4,074,533 | 6.1 | % | |||||
To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock.
| * | Less Than 1% |
| (1) | Unless otherwise noted, the address of each director and executive officer of the Company is c/o Anghami Inc., 16th Floor, Al-Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. |
| (2) | The address of OSN Streaming Ltd is OSN Building, Dubai Media City, Dubai, United Arab Emirates. Panther Media Holding Limited is the sole shareholder of OSN Streaming Ltd. Panther Media Group Limited is the sole shareholder of Panther Media Holding Limited. Kuwait Projects Company (Holding) K.S.C.P, a Kuwaiti shareholding company public, incorporated under the laws of Kuwait (“KIPCO”), the controlling shareholder of Panther Media Group Limited. On December 16, 2024, OSN Streaming Ltd. entered into a Convertible Note Purchase Agreement pursuant to which it may acquire up to $55,000,000 of senior unsecured convertible notes from the Company. The principal amount of senior unsecured convertible notes are convertible into up to 22,000,000 shares plus the number of any shares issuable in lieu of interest payable on the convertible notes. As of the date hereof, OSN Streaming Ltd. had acquired $32,000,000 of senior unsecured convertible notes. Based on information reported on Schedule 13D filed OSN Streaming Ltd with the SEC on March 24, 2025. |
| (3) | The address of MBC Ventures Limited is Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands. Sheikh Walid Al Brahim is the sole shareholder of MBC Ventures Limited. Based on information reported on Schedule 13G filed by MBC Ventures Limited with the SEC on February 20, 2024. |
85
B. Related Party Transactions
Related Party Loans
OSN Streaming Ltd. Convertible note
On December 16, 2024, Anghami issued to OSN Streaming Ltd a senior unsecured convertible note (“Convertible Note”) in the principal amount of USD 12,000,000, which is convertible into Anghami’s ordinary shares, par value USD 0.0001 per share, subject to certain conditions and limitations set forth in the Convertible Note Purchase Agreement, between Anghami and OSN Streaming Ltd. The Convertible Note contains customary events of default, bears interest at a fixed rate of 11.0% per annum payable in kind. The maturity date of the Convertible Note is December 16, 2027 unless earlier repurchased, converted or redeemed prior to such date in accordance with the applicable terms set forth in the Convertible Note.
On February 7, 2025, Anghami issued OSN Streaming Ltd additional USD 20,000,000 principal amount of the Convertible Note.
The Note Purchase Agreement also provides OSN Streaming Ltd with the right to purchase up to an additional USD 23,000,000 principal amount of the Convertible Note within 24 months of the closing.
Commercial Arrangements
| ● | Anghami entered into an operator billing agreement, dated October 15, 2013, and as amended on October 25, 2015, with Emirates Integrated Telecommunications Company, PJSC (“Du”), a shareholder of Anghami, pursuant to which Anghami uses Du’s billing services platform. Du is entitled to receive 30% of the net revenue collected on behalf of Anghami, in accordance with the terms and conditions of the agreement. Pursuant to an amendment, Anghami has also agreed to provide Anghami Plus to Du. In turn, Du will provide to its own customers. Du will pay Anghami for every customer that activates the Premium service, in line with specific pricing terms provided in the amendment. |
| ● | Anghami entered into a revenue sharing agreement, dated March 11, 2014, with Etihad Etisalat Company (“Mobily”), a shareholder of Anghami, pursuant to which Anghami will provide content services through Mobily’s platform systems. Based on the type of service, Mobily will be entitled to a certain percentage share of the revenue, ranging from 35%-70%. Pursuant to an amendment, Anghami revised some of its content services, including providing Anghami Plus to Mobily. Mobily can then offer Anghami Plus to its customers. | |
| ● | On April 1, 2024, Anghami entered into a content license agreement with the OSN Group pursuant to the OSN+ partnership. Under this agreement, OSN Group sublicenses video content to Anghami for streaming on the OSN+ platform. In exchange, Anghami pays fees based on a fixed annual schedule. |
Du and Mobily utilize their network to facilitate subscription payments for the Group’s users. Anghami paid Du and Mobily a combined $325,205 for payment processing for the year ended December 31, 2024.
Amounts due to Related Party
As of December 31, 2024, we had a total aggregate amount of $19,085,131 due to related parties:
| ● | An aggregate of $666,965 due to the co-founders, split into $371,423 due to Edgard Maroun (Director) and $295,542 due to Elias Habib (CEO and Director). | |
| ● | $18,418,166 due to OSN Group, primarily related to video content costs invoiced to us under our content license agreement with them. |
86
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Financial Statements
See “Item 18. Financial Statements” of this Report for consolidated financial statements and other financial information.
Legal Proceedings
We are from time to time subject to various claims, lawsuits and other legal proceedings. Some of these claims, lawsuits and other legal proceedings involve highly complex issues, and often these issues are subject to substantial uncertainties. Accordingly, our potential liability with respect to a large portion of such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Management, with the assistance of legal counsel, periodically reviews the status of each significant matter and assesses potential financial exposure. Anghami recognizes provisions for claims or pending litigation when it determines that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. If management’s estimates prove incorrect, current reserves could be inadequate and Anghami could incur a charge to earnings which could have a material adverse effect on its results of operations, financial condition, net worth, and cash flows.
Anghami filed an opposition claim of the published mark in the UAE Trademark Office Committee for the benefit of Vividville Inc. On September 21, 2020, the UAE Trademark Office Committee issued a decision rejecting our opposition. Anghami appealed the decision of the Ministry of Economy and filed a Grievance dismissal objection in October 2020. The appeal is currently pending. As such, we have not identified this as a material case.
Society of Authors, Composers and Music Publishers in Lebanon (SACEM) obtained before the execution department court in Beirut on June 7, 2023, a decision to provisionary seize the Company’s shares in Digimusic SAL Off-shore and the amount up to $100,000 and the expenses of $10,000 under MIC1 and MIC2 (the two Telcos in Lebanon) as third parties. We have submitted a request to limit the aggregate amount to one of the two Telcos and the request was approved. Moreover, will challenge the amount claimed by SACEM, as it is unjustified
and unproven.
87
Dividends
See “Item 10. Additional Information—B. Memorandum and Articles of Association”
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of the annual financial statement included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. Offering and Listing Details
The Company’s Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “ANGH” and its Warrants are listed on the Nasdaq Capital Market under the symbol “ANGHW.”
B. Plan of Distribution
Not applicable.
C. Markets
The Company’s Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “ANGH” and its Warrants are listed on the Nasdaq Capital Market under the symbol “ANGHW.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
88
B. Memorandum and Articles of Association
Information regarding certain material provisions of our Memorandum and Articles of Association (our “Charter”) are as follows.
Ordinary Shares
Holders of Ordinary Shares are entitled to one vote for each share held of record on all matters to be voted on by members.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.
Preference Shares
Anghami Inc.’s board of directors (the “Board”) is authorized to issue preference shares from time to time in one or more series without member approval. The Board has discretion under the Charter to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of Anghami Inc.’s authorized but unissued undesignated shares, and the Board may issue those shares in series of preference shares, without any further member approval. The rights with respect to a series of preference shares may be greater than the rights attached the Ordinary Shares. It is not possible to state the actual effect of the issuance of any preference shares on the rights of holders of Ordinary Shares until the Board determines the specific rights attached to any preference shares so issued. The effect of issuing preference shares could include, among other things, one or more of the following:
| ● | Restricting dividends in respect of the Ordinary Shares; |
| ● | Diluting the voting power of the Ordinary Shares or providing that holders of preference shares have the right to vote on matters as a class; |
| ● | Impairing the liquidation rights of the Ordinary Shares; or |
| ● | Delaying or preventing a change of control of Anghami Inc. |
As of December 31, 2024 there were no preference shares outstanding.
Dividend Rights
Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of the Board.
Variation of Rights
Under the Charter, if the Anghami Inc. share capital is divided into more than one class of shares, the rights attached to any such class may, whether or not Anghami Inc. is being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is considered by the directors not to have a material and adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of all of the holders of the issued shares of that class or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class.
Transfer of Shares
Members may transfer all or any of the member’s Shares in compliance with the rules and regulations of the designated stock exchange, the SEC and any other competent regulatory authority or as permitted by applicable law.
The Board may in its absolute discretion decline to register a transfer of Shares which are not fully paid up or on which Anghami Inc. has a lien or issued under any share incentive scheme for employees upon which a transfer restriction imposed still exists. The Board may, but is not required to, decline to register a transfer of any Shares unless certain requirements are met.
89
Liquidation
On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of Shares will be entitled to participate in any assets available for distribution in proportion to their shareholdings.
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Charter permit indemnification of officers and directors for any liability, action, proceeding, claim, demand, costs damages or expenses, including legal expenses, incurred in their capacities as such unless such liability (if any) arises from actual fraud, willful neglect or willful default which may attach to such directors or officers. In addition, Anghami Inc. has entered into indemnification agreements with its directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in the Charter.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Anghami Inc.’s directors, officers or persons controlling Anghami Inc. under the foregoing provisions, Anghami Inc. has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Certain Anti-Takeover Provisions in the Charter
Certain provisions in the Charter may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a member might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the Ordinary Shares. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with the Board.
Ordinary Shares
The authorized but unissued Ordinary Shares will be available for future issuance by the Board on such terms as the Board may determine, subject to any limitations in the Charter. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued Ordinary Shares could render more difficult or discourage an attempt to obtain control over Anghami Inc. by means of a proxy contest, tender offer, merger, amalgamation, scheme of arrangement or otherwise.
Preference Shares
Preference shares could be issued quickly with terms calculated to delay or prevent a change in control of Anghami Inc. or make removal of management more difficult. If the Board decides to issue these preference shares, the price of Ordinary Shares may fall and the voting and other rights of the holders of Ordinary Shares may be materially adversely affected. Pursuant to the Charter, preference shares may be issued by Anghami Inc. from time to time, and the Board is authorized (without any requirement for further member action) to determine the rights, preferences, powers, qualifications, limitations and restrictions attaching to those shares (and any further undesignated shares which may be authorized by Anghami Inc.’s members).
However, under Cayman Islands law, Anghami Inc.’s directors may only exercise the rights and powers granted to them under the Charter for a proper purpose and for what they believe in good faith to be in the best interests of Anghami Inc.
Classified Board
The Charter provide that, subject to the right of holders of any series of preference shares, the Board will be divided into three classes of directors, as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual general meeting. As a result, approximately one-third of the Board will be elected each year.
90
The classification of directors will have the effect of making it more difficult for members to change the composition of the Board. The Charter provide for a board comprised of between three and 12 directors, but in accordance with the Charter, the directors may increase or reduce the upper and lower limits of the number of directors.
Unanimous Action by Written Consent
The Charter provides that members may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each member who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Amendment of Governing Documents
As permitted by Cayman Islands law, the Charter may only be amended by a special resolution of the members.
Member Proposals and Director Nominations
An extraordinary general meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling extraordinary general meeting.
The Companies Act provides shareholders with only limited rights to request a general meeting and does not provide shareholders with any right to put any proposal before a general meeting.
The Charter allows members to nominate candidates for election as directors and for the ability to bring business before a meeting of members, subject to meeting certain notice and delivery requirements.
General Meetings
The Companies Act provides members with only limited rights to request a general meeting and does not provide member with any right to put any proposal before a general meeting. The Charter permits the Board or the chairperson of the Board to call general meetings. The Charter does not allow members to request a general meeting. The Charter, however, allows a member to put a proposal before a general meeting, subject to meeting certain notice and delivery requirements.
Cumulative Voting
Cumulative voting potentially facilitates the representation of minority members on a board of directors since it permits the minority member to cast all the votes to which the member is entitled on a single director, which increases the member’s voting power with respect to electing such director. As permitted under Cayman Islands law, the Charter does not provide for cumulative voting.
Transactions with Interested Members
Cayman Islands law has no statute that prohibits certain business combinations with an interested member. However, although Cayman Islands law does not regulate transactions between a company and its significant members, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority members. Any merger or consolidation of Anghami Inc. with one (1) or more constituent companies shall require the approval of a special resolution (66 2/3% of members at a general meeting where there is a quorum).
Dissolution; Winding Up
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an Ordinary Resolution (simple majority standard) of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
91
Under the Charter, if Anghami Inc. is wound up, the liquidator may distribute the assets available for distribution amongst the members in proportion to the par value of the Ordinary Shares held by them at the commencement of the winding up subject to a deduction from those Ordinary Shares in respect of which there are monies due, of all monies payable to Anghami Inc. for unpaid calls or otherwise.
Rights of Non-Resident or Foreign Members
There are no limitations imposed by the Charter on the rights of non-resident or foreign members to hold or exercise voting rights on Anghami Inc.’s shares. In addition, there are no provisions in the Charter governing the ownership threshold above which member ownership must be disclosed.
Directors’ Power to Issue Shares
Subject to applicable law, the Board is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, or other rights or restrictions.
Inspection of Books and Records
Holders of Anghami Inc. shares have no general right under Cayman Islands law to inspect or obtain copies of the Anghami Inc. register of members or Anghami Inc.’s corporate records.
Waiver of Certain Corporate Opportunities
The Charter provide for a waiver of the obligation to provide business opportunities to Anghami Inc. for directors, members and affiliates of members, in each case, other than an officer (including any officer that is also a director, or a member or an affiliate of such member, as the case may be) (as more particularly described in the Charter). Notwithstanding that the waiver does not apply to any officer, officers are not restricted from engaging, directly or indirectly, in other business ventures of every type and description (other than any competing business, except to the extent permitted under the Charter).
Directors
Appointment of Directors
The Board is divided into three classes designated as Class I, Class II and Class III, respectively with directors divided as nearly as possible into thirds among the classes. Directors shall be assigned to each class by the Board. Directors hold office until the expiration of the director’s term, until a director’s successor has been duly elected and qualified or until such director’s earlier death, resignation or removal.
Directors are elected by a majority standard, which requires the number of votes cast for the person’s appointment to exceed the number of votes cast against the person’s appointment.
A vacancy on the board may be filled by the vote of a majority of the remaining directors then in office.
Removal of Directors
Under the Charter, a director may be removed from office only for cause by special resolution of Anghami Inc. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with such director’s creditors; (ii) is found to be or becomes of unsound mind; (iii) resigns the office of director by notice in writing to the company; (iv) fails to attend (for the avoidance of doubt, without being represented by proxy) three consecutive meetings of the Board without special leave of absence from the Board, and the Board passes a resolution that he or she has by reason of such absence vacated office; or (v) is prohibited, by any applicable law or relevant code applicable to the listing of shares on the designated stock exchange, from being a director.
92
Filing Vacancies on the Board
Vacancies on the Board may be filled by the majority of the directors then in office, even if less than a quorum, or by a sole remaining director (subject to the Companies Act, applicable law, or any rights of any preference shares).
A director appointed to fill a vacancy resulting from the death, resignation or removal of a director serves the remainder of the full term of the director whose death, resignation or removal created the vacancy and until his or her successor shall have been appointed and qualified.
Directors’ Fiduciary Duties
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
| ● | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| ● | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| ● | directors should not improperly fetter the exercise of future discretion; |
| ● | duty to exercise powers fairly as between different sections of members; |
| ● | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
| ● | duty to exercise independent judgment. |
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the members provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by member approval at general meetings.
Meetings of Members
As a Cayman Islands exempted company, Anghami Inc. is not obliged by law to call annual general meetings, however, directors are elected at annual general meetings.
See Exhibit1.1 for the Charter.
93
C. Material Contracts
Information regarding certain material contracts is included in this annual report under the section titled “Item 4. Information on the Company – B. Business Overview—Licensing Agreements” and is incorporated herein by reference.
D. Exchange Controls
There is no exchange control legislation or regulation in the Cayman Islands, except by way of such as freezing of funds of, and/or prohibition of new investments in, certain jurisdictions subject to international sanction.
E. Taxation
The following is a discussion on certain Cayman Islands income tax consequences of an investment in our securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws:
Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in or brought into the Cayman Islands.
No stamp duty is payable in respect of the issue of our ordinary shares or on an instrument of transfer in respect of such shares. However, an instrument of transfer in respect of shares is stampable if executed in or brought into the Cayman Islands.
We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form:
The Tax Concessions Act
(As Revised)
Undertaking as to Tax Concessions
In accordance with the provision of Section 6 of The Tax Concessions Act (As Revised), the Financial Secretary undertakes with Anghami Inc. (the “Company”):
| 1. | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or our operations; and |
| 2. | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
| 2.1 | On or in respect of the shares, debentures or other obligations of the Company; or |
| 2.2 | by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (As Revised). |
These concessions shall be for a period of 20 years from May 13, 2022.
94
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
This section describes the material U.S. federal income tax considerations for beneficial owners of our ordinary shares and warrants. This discussion applies only to ordinary shares and warrants held as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not discuss all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances or status, including alternative minimum tax and Medicare contribution tax consequences, or holders who are subject to special rules, including:
| ● | brokers, dealers and other investors that do not own ordinary shares or warrants as capital assets; |
| ● | traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; |
| ● | tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax deferred accounts; |
| ● | banks or other financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies; |
| ● | U.S. expatriates or former long-term residents of the United States; |
| ● | persons that own (directly, indirectly, or by attribution) 5% or more (by vote or value) of our ordinary shares; |
| ● | partnerships or other pass-through entities for U.S. federal income tax purposes, or beneficial owners of partnerships or other pass-through entities; |
| ● | persons holding our ordinary shares or warrants as part of a straddle, hedging or conversion transaction, constructive sale, or other arrangement involving more than one position; |
| ● | persons required to accelerate the recognition of any item of gross income with respect to our ordinary shares or warrants as a result of such income being recognized on an applicable financial statement; |
| ● | persons whose functional currency is not the U.S. dollar; |
| ● | persons that received our ordinary shares or warrants as compensation for services; or |
| ● | controlled foreign corporations or passive foreign investment companies. |
This discussion is based on the Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”), published rulings by the IRS and court decisions, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. This discussion is necessarily general and does not address all aspects of U.S. federal income taxation, including the effect of the U.S. federal alternative minimum tax, or U.S. federal estate and gift tax, or any state, local or non-U.S. tax laws to a holder of our ordinary shares or warrants.
ALL HOLDERS OF OUR ORDINARY SHARES OR WARRANTS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES AND WARRANTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.
U.S. Federal Income Tax Treatment of Anghami
A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, since we are incorporated under the Cayman Islands, we should be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule (more fully discussed below), under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and there is limited guidance regarding their application.
95
Under Section 7874, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions are met: (i) the non-U.S. corporation, directly or indirectly, acquires substantially all of the properties held directly or indirectly by a U.S. corporation (including through the acquisition of all of the outstanding shares of the U.S. corporation); (ii) the non-U.S. corporation’s “expanded affiliated group” does not have “substantial business activities” in the non-U.S. corporation’s country of organization or incorporation and tax residence relative to the expanded affiliated group’s worldwide activities (this test is referred to as the “substantial business activities test”); and (iii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired corporation (taking into account the receipt of the non-U.S. corporation’s shares in exchange for the U.S. corporation’s shares) as determined for purposes of Section 7874 (this test is referred to as the “80% ownership test”).
For purposes of Section 7874, the first two conditions described above were met with respect to the Business Combination because we acquired indirectly all of the assets of VMAC in the Business Combination, and we, including our “expanded affiliated group,” is not expected to satisfy the substantial business activities test. As a result, whether Section 7874 will apply to cause us to be treated as a U.S. corporation for U.S. federal income tax purposes should depend on the satisfaction of the 80% ownership test.
Based upon the terms of the Business Combination, the rules for determining share ownership under Section 7874 and the Treasury Regulations promulgated thereunder, and certain factual assumptions, we believe that the ownership percentage of the VMAC stockholders in us is less than 80%. Accordingly, we do not believe that we are treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874. The rules for determining ownership under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court.
If we were to be treated as a U.S. corporation for U.S. federal income tax purposes, we could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to our non-U.S. holders (as defined below) could be subject to 30% U.S. withholding tax, depending on the application of any income tax treaty that might apply to reduce the withholding tax.
The remainder of this discussion assumes that we are not treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874.
U.S. Holders
The section applies to you if you are a U.S. holder. For purposes of this discussion, a U.S. holder means a beneficial owner of our ordinary shares or warrants that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
| ● | a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
96
Distributions on Ordinary Shares
Subject to the discussion under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules,” the gross amount of any distribution on our ordinary shares that is made out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as ordinary dividend income on the date such distribution is actually or constructively received. Any such dividends generally will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from other U.S. corporations. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in its ordinary shares, and thereafter as capital gain recognized on a sale or exchange.
Subject to the discussion under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules,” dividends received by non-corporate U.S. holders (including individuals) from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation with respect to dividends it pays on shares that are readily tradable on an established securities market in the United States. U.S. Treasury guidance indicates that shares listed on Nasdaq will be considered readily tradable on an established securities market in the United States. Subject to the exception discussed below for passive foreign investment companies, since our ordinary shares are currently traded on the Nasdaq we believe that we should be treated as a qualified foreign corporation for purposes of dividends paid on those shares. However, there can be no assurance that ordinary shares will be considered readily tradable on an established securities market in future years. Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to the positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. We will not constitute a qualified foreign corporation for purposes of these rules if we are a passive foreign investment company for the taxable year in which it pays a dividend or for the preceding taxable year. See the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”
Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary Shares and Warrants
Subject to the discussion under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules,” a U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of our ordinary shares or warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. holder’s adjusted tax basis in such ordinary shares or warrants. Any gain or loss recognized by a U.S. holder on a taxable disposition of our ordinary shares or warrants generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares and/or warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. holder on the sale or exchange of our ordinary shares or warrants generally will be treated as U.S. source gain or loss.
Exercise or Lapse of a Warrant
Except as discussed below with respect to the cashless exercise of a warrant, a U.S. holder generally will not recognize gain or loss upon the acquisition of an ordinary share on the exercise of a warrant for cash. A U.S. holder’s tax basis in an ordinary shares received upon exercise of the warrant generally should be an amount equal to the sum of the U.S. holder’s tax basis in the warrant exchanged therefor and the exercise price. The U.S. holder’s holding period for an ordinary share received upon exercise of the warrant will begin on the day following the day of exercise (or possibly the day of exercise) of the warrant and will not include the period during which the U.S. holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
97
The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. holder’s basis in the ordinary shares received would equal the holder’s basis in the warrants exercised therefore. If the cashless exercise were treated as not being a gain realization event, a U.S. holder’s holding period in the ordinary shares would be treated as commencing on the day following the day of exercise (or possibly the day of exercise) of the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares would include the holding period of the warrants exercised therefore.
It is also possible that a cashless exercise of a warrant could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder would recognize gain or loss with respect to the portion of the exercised warrants treated as surrendered to pay the exercise price of the warrants (the “surrendered warrants”). The U.S. holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the ordinary shares that would have been received with respect to the surrendered warrants in a regular exercise of the warrants and (ii) the sum of the U.S. holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. holder’s tax basis in the ordinary shares received would equal the U.S. holder’s tax basis in the warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. holder’s holding period for the ordinary shares would commence on the day following the day of exercise (or possibly the day of exercise) of the warrants.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of warrants to them in light of their own circumstances.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section entitled “Description of Securities.” An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. holder of a warrant would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of ordinary shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash to the holders of the ordinary shares which is taxable to the U.S. holders of such shares as described under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Distributions on Ordinary Shares.” Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. holder of such warrant received a cash distribution from us equal to the fair market value of such increased interest. The rules regarding constructive distributions are complex. U.S. holders should consult their own tax advisors regarding the application of the rules to them in light of their own circumstances.
Passive Foreign Investment Company Rules
Generally. The treatment of U.S. holders of our ordinary shares could be materially different from that described above if we are treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. A PFIC is any foreign corporation with respect to which either: (i) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules, or (ii) 50% or more of such foreign corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. The determination of whether a foreign corporation is a PFIC is based upon the composition of such foreign corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% (by value) of the stock), and the nature of such foreign corporation’s activities. A separate determination must be made after the close of each taxable year as to whether a foreign corporation was a PFIC for that year. Once a foreign corporation qualifies as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, and subject to certain exceptions, always treated as a PFIC with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent years.
98
If we are or become a PFIC during any year in which a U.S. holder holds ordinary shares, there are three separate taxation regimes that could apply to such U.S. holder under the PFIC rules, which are the (i) excess distribution regime (which is the default regime), (ii) QEF regime, and (iii) mark-to-market regime. A U.S. holder who holds (actually or constructively) stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of these three regimes. The effect of the PFIC rules on a U.S. holder will depend upon which of these regimes applies to such U.S. holder. However, dividends paid by a PFIC are generally not eligible for the lower rates of taxation applicable to qualified dividend income (“QDI”) under any of the foregoing regimes.
Excess Distribution Regime. If a U.S. holder does not make a QEF election or a mark-to-market election, as described below, the U.S. holder will be subject to the default “excess distribution regime” under the PFIC rules with respect to (i) any gain realized on a sale or other disposition (including a pledge) of our ordinary shares, and (ii) any “excess distribution” received on our ordinary shares (generally, any distributions in excess of 125% of the average of the annual distributions on ordinary shares during the preceding three years or the U.S. holder’s holding period, whichever is shorter). Generally, under this excess distribution regime:
| ● | the gain or excess distribution will be allocated ratably over the period during which the U.S. holder held ordinary shares; |
| ● | the amount allocated to the current taxable year, will be treated as ordinary income; and |
| ● | the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses. In addition, gains (but not losses) realized on the sale of ordinary shares cannot be treated as capital gains, even if the shares are held as capital assets. Further, no portion of any distribution will be treated as QDI.
QEF Regime. A QEF election is effective for the taxable year for which the election is made and all subsequent taxable years and may not be revoked without the consent of the IRS. If a U.S. holder makes a timely QEF election with respect to its direct or indirect interest in a PFIC, the U.S. holder will be required to include in income each year a portion of the ordinary earnings and net capital gains of the PFIC as QEF income inclusions, even if amount is not distributed to the U.S. holder. Thus, the U.S. holder may be required to report taxable income as a result of QEF income inclusions without corresponding receipts of cash. Our shareholders that are U.S. holders subject to U.S. federal income tax should expect that they will not receive cash distributions from us sufficient to cover their respective U.S. tax liability with respect to such QEF income inclusions. In addition, U.S. holders of warrants will not be able to make a QEF election with respect to their warrants.
A timely QEF election also allows the electing U.S. holder to: (i) generally treat any gain recognized on the disposition of its shares of the PFIC as capital gain; (ii) treat its share of the PFIC’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on its share of PFIC’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge on the deferred tax computed by using the statutory rate of interest applicable to an extension of time for payment of tax. In addition, net losses (if any) of a PFIC will not pass through to our shareholders and may not be carried back or forward in computing such PFIC’s ordinary earnings and net capital gain in other taxable years. Consequently, a U.S. holder may over time be taxed on amounts that as an economic matter exceed our net profits.
A U.S. holder’s tax basis in our ordinary shares will be increased to reflect QEF income inclusions and will be decreased to reflect distributions of amounts previously included in income as QEF income inclusions. No portion of the QEF income inclusions attributable to ordinary income will be treated as QDI. Amounts included as QEF income inclusions with respect to direct and indirect investments generally will not be taxed again when distributed. U.S. holders should consult their own tax advisors as to the manner in which QEF income inclusions affect their allocable share of our income and their basis in our ordinary shares.
In order to comply with the requirements of a QEF election, a U.S. holder must receive certain information from us. If we determine that we are a PFIC for any taxable year, we will endeavor to provide all of the information that a U.S. holder making a QEF election is required to obtain to make and maintain a QEF election, but there is no assurance that we will timely provide such information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided. In addition, if we hold an interest in a lower-tier PFIC (including, without limitation, in any PFIC subsidiaries), U.S. holders will generally be subject to the PFIC rules described above with respect to any such lower-tier PFICs.
99
Mark-to-Market Regime. Alternatively, a U.S. holder may make an election to mark marketable shares in a PFIC to market on an annual basis. PFIC shares generally are marketable if: (i) they are “regularly traded” on a national securities exchange that is registered with the Securities and Exchange Commission or on the national market system established under Section 11A of the Securities Exchange Act of 1934; or (ii) they are “regularly traded” on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately represents the fair market value of the stock. We believe that our ordinary shares qualify as marketable shares for the PFIC rules purposes, but there can be no assurance that ordinary shares will continue to be “regularly traded” for purposes of these rules. Pursuant to such an election, a U.S. holder would include in each year as ordinary income the excess, if any, of the fair market value of our ordinary shares over the U.S. holder’s adjusted tax basis at the end of the taxable year. A U.S. holder may treat as ordinary loss any excess of the adjusted basis of the stock over its fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the election in prior years. A U.S. holder’s adjusted tax basis in the our ordinary shares will be increased to reflect any amounts included in income, and decreased to reflect any amounts deducted, as a result of a mark-to-market election. Any gain recognized on a disposition of ordinary shares will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the extent of the net amount of income previously included as a result of a mark-to-market election). A mark-to-market election only applies for the taxable year in which the election was made, and for each subsequent taxable year, unless the PFIC shares ceased to be marketable or the IRS consents to the revocation of the election. U.S. holders should also be aware that the Code and the Treasury Regulations do not allow a mark-to-market election with respect to stock of lower-tier PFICs that is non-marketable. There is also no provision in the Code, Treasury Regulations or other published authority that specifically provides that a mark-to-market election with respect to the stock of a publicly-traded holding company (such as us) effectively exempts stock of any lower-tier PFICs from the negative tax consequences arising from the general PFIC rules. U.S. holders should consult their own tax advisors to determine whether the mark-to-market tax election is available to them and the consequences resulting from such election. In addition, U.S. holders of warrants will not be able to make a mark-to-market election with respect to their warrants.
PFIC Reporting Requirements. If we are a PFIC, a U.S. holder of our ordinary shares will be required to file an annual report on IRS Form 8621 containing such information with respect to our ordinary shares as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. holder’s taxable years being open to audit by the IRS until such Forms are properly filed.
Additional Reporting Requirements
Certain U.S. holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar thresholds are required to report information to the IRS relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938 to their tax return, for each year in which they hold our ordinary shares. Substantial penalties apply to any failure to file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not willful neglect. Also, in the event a U.S. holder does not file IRS Form 8938 or fails to report a specified foreign financial asset that is required to be reported, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. holder for the related taxable year may not close before the date which is three years after the date on which the required information is filed. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of our ordinary shares.
Non-U.S. Holders
The section applies to non-U.S. holders. For purposes of this discussion, a non-U.S. holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of our ordinary shares or warrants that is not a U.S. holder.
100
Assuming that we are not treated as a U.S. corporation under the rules discussed above, a non-U.S. holder of our ordinary shares will not be subject to U.S. federal income tax or, subject to the discussion below under “— Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on ordinary shares or any gain recognized on a sale or other disposition of ordinary shares (including, any distribution to the extent it exceeds the adjusted basis in the non-U.S. holder’s ordinary shares) unless the dividend or gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States. In addition, special rules may apply to a non-U.S. holder that is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met. Such non-U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the sale or disposition of ordinary shares.
Dividends and gains that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in the case of a non-U.S. holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The U.S. federal income tax treatment of a non-U.S. holder’s exercise of a warrant, or the lapse of a warrant held by a non-U.S. holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under “— U.S. Holders — Exercise or Lapse of a warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a non-U.S. holder’s gain on the sale or other disposition of the ordinary shares and warrants.
Information Reporting and Backup Withholding
Information reporting requirements may apply to dividends received by U.S. holders of ordinary shares, and the proceeds received on the disposition of ordinary shares effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24)% may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding. Any dividend payments with respect to our ordinary shares and proceeds from the sale, exchange, redemption or other disposition of our ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. holders should consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding rules to them in light of their own circumstances.
Information returns may be filed with the IRS in connection with, and a non-U.S. holder may be subject to backup withholding on amounts received in respect of their ordinary shares, unless the non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the non-U.S. holder otherwise establishes an exemption. Dividends paid with respect to ordinary shares and proceeds from the sale of other disposition of ordinary shares received in the United States by a non-U.S. holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such non-U.S. holder provides proof an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.
F. Dividends and Paying Agents
Not applicable.
101
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC. The information on that website is not part of this report.
We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is www.anghami.com/investors. The reference to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this Report.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of four types of risk: foreign currency risk, interest rate risk, commodity price risk and equity price risk. The main risks for us are foreign currency risk and interest rate risk. We do not currently have significant commodity risk or equity price risk. To manage these risks and our exposure to the unpredictability of financial markets, we seek to minimize potential adverse effects on our financial performance and capital.
Foreign Currency Risk
Currency risk arises from the possibility that changes in exchange rates will affect the values of the financial assets and liabilities denominated in foreign currencies against the U.S. dollar in case we do not hedge the currency exposure by hedging instruments. The functional currency of Anghami is U.S. dollars. We are exposed to foreign currency fluctuations on our transactions in foreign currencies, mainly in Egyptian and Lebanese pounds. As the UAE dirham and Saudi riyal are pegged to the U.S. dollar, balances in these currencies are not considered to represent significant currency risk. Our principle foreign currency risk arises from Egyptian and Lebanese pounds denominated transactions.
102
Egypt Operating Environment
The table below indicates the Group’s foreign currency exposure as at December 31 2024 as a result of its monetary assets and liabilities denominated in Egyptian Pounds. The analysis calculates the effect of a reasonable possible movement of the US Dollars rate against Egyptian with all other variables held constant on the consolidated statement of comprehensive income.
Sensitivity analysis
A 5% strengthening/(weakening) of the following currency against USD currency at 31 December 2024 would have increased/(decreased) financial instruments by USD equivalent amounts shown below:
| Increase/decrease in USD rate to the | Effect on loss before tax | |||||||
| Egyptian Pound | USD | |||||||
| 2024 | +/-5 | % | 703,687 | |||||
| 2023 | +/-5 | % | 301,433 | |||||
Lebanon Operating Environment
For the Transactions denominated in Lebanese Pounds the Central Bank of Lebanon issued Basic Circular 157 setting the framework of exceptional measures for foreign-currency operations. Hence, banks operating in Lebanon must process customers’ FX operations (buy and sell) related to their personal or commercial needs on the electronic platform “Sayrafa”.
Transactions with customers encompass purchase and sale of foreign currencies banknotes against LBP, as well as operations from/to foreign currencies external accounts against LBP. The Sayrafa corresponds to a floating system and the Sayrafa average rate and volume of foreign currency operations are published on the website of the Central Bank of Lebanon. Foreign currency operations were executed on the Sayrafa platform at the following exchange rates:
| 2024 | ||||||||
| Rate as at December 31 |
Average rate for the period from January 1 to December 31 |
|||||||
| LBP | LBP | |||||||
| US Dollar | 89,500 | 72,437 | ||||||
The Sayrafa platform is not available for the purchase and sale of and “local” foreign currency bank accounts which are subject to unofficial capital controls.
The Sayrafa rates were introduced in Lebanon to suppress the black-market rates. Sayrafa platform was initially created in September 2021 for supporting corporate clients to pay for international shipments, expatriates’ salaries and tuition fees for Lebanese students studying abroad. The volume of transactions on the Sayrafa platform did not pick up until the end of December 2021, when Banque du Liban (‘started selling fresh dollars on the platform to the public. On December 16, 2021, the Banque du Liban (‘issued Basic Circular No 161 allowing the public to withdraw cash amounts from their LBP accounts at the Sayrafa rate within their cash withdrawal limit.
103
Foreign exchange loss, net
| Year Ended December 31, | Change from | Change from | ||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2023 to 2024 | 2022 to 2023 | ||||||||||||||||||||||||
| USD | USD | USD | USD | % | USD | % | ||||||||||||||||||||||
| Foreign exchange (gain)/loss, net | 1,009,006 | 2,656,846 | 3,129,330 | (1,647,840 | ) | (62.0 | )% | (472,484 | ) | (15.1 | )% | |||||||||||||||||
Foreign exchange loss has decreased by 62.0% during the year ended December 31, 2024 as compared to 2023. The primary reason behind the foreign exchange losses was the currency devaluation in Egypt.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in market interest rates will affect the fair value of convertible notes. The fair value of our convertible notes was dependent on market interest rates, which could negatively impact earnings. The convertible notes were remeasured at each reporting date using valuation models using input data, which could include market interest rates. Changes in the fair value of the convertible notes were recognized in finance income or cost in the consolidated statement of comprehensive income.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
104
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None
ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have concluded that, due to the material weaknesses described below, as of December 31, 2024, our disclosure controls and procedures were not effective. We are in the process of undertaking certain remedial steps to address the material weakness in our disclosure controls and procedures as set forth below under “Changes in Internal Control over Financial Reporting.”
B. Management’s Annual Report on Internal Control Over Financial Reporting
Management assessed the effectiveness of internal control over financial reporting as at December 31, 2024, based on the criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Based on the material weaknesses described below, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have concluded that, as of December 31, 2024, our internal control over financial reporting was not effective.
In connection with the preparation of its financial statements as of and for the year ended December 31, 2024, Anghami and its independent registered public accounting firm identified material weaknesses in Anghami’s internal control over financial reporting related to
| ● | Lack of sufficiently skilled personnel with requisite IFRS and SEC reporting knowledge and experience; |
| ● | Lack of sufficient entity level controls and sufficiently designed internal controls and financial reporting policies and procedures including segregation of duties; and |
| ● | Lack of design and operating effectiveness of IT general controls for information systems that are relevant to the preparation of Anghami’s consolidated financial statements. |
The Public Company Accounting Oversight Board has defined a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Anghami’s financial statements will not be prevented or detected on a timely basis.
105
C. Attestation Report of the Registered Public Accounting Firm
This Report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for emerging growth companies.
D. Changes in Internal Control Over Financial Reporting
Over the past two years, Anghami has developed and begun implementing a remediation plan to address the control deficiencies underlying its previously identified material weaknesses. As part of this remediation plan, the Company has initiated a number of corrective measures and will continue to evaluate and implement additional actions as necessary to strengthen its internal control environment. These measures include enhancements to the Company’s ERP system, engagement of third-party consultants, and technical training for employees
The following actions have been taken or are in progress as part of Anghami’s remediation efforts:
| 1. | Implementation of a new ERP system: Anghami is in the process of implementing and migrating to a new, more advanced and integrated ERP platform. This upgrade is expected to significantly enhance the Company’s ability to maintain effective internal controls over financial reporting. The ERP implementation is scheduled to commence in the second half of 2025. |
| 2. | Enhancements to financial reporting processes: In 2024, the Company made substantial improvements to its financial reporting capabilities, including (i) a reduction in the monthly financial close timeline, (ii) the introduction of more granular segment-level reporting, (iii) the strengthening of its commercial finance and financial planning and analysis functions, and (iv) the establishment of an internal audit function to enhance oversight and monitoring of internal controls. |
| 3. | Engagement of third-party consultants: The Company engaged global Big Four accounting firm to advise on complex accounting matters, including the valuation of warrants and ESOPs, as well as the assessment of intangible assets arising from the OSN+ transaction. |
For more information on our internal control over financial reporting, please see the sections of this Report entitled “Item 3D. Risk Factors—Anghami has identified material weaknesses in its internal control over financial reporting. If for any reason Anghami is unable to remediate these material weaknesses and otherwise to maintain proper and effective internal controls over financial reporting in the future, Anghami’s ability to produce accurate and timely consolidated financial statements may be impaired, which may harm Anghami’s operating results, Anghami’s ability to operate its business or investors’ views of Anghami.”
Except for the remediation efforts described above taken to address the material weaknesses, there were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
Item 16A. Audit Committee Financial Expert
Our Audit Committee member satisfies the independence requirements set forth under NASDAQ Stock Market Rule 5605(a)(2) and in Rule 10A-3 under the Exchange Act. In addition, the Audit Committee member meets the requirements for financial literacy under applicable SEC and Nasdaq rules.
106
Item 16B. Code of Ethics
We have adopted the Anghami, Inc. Code of Business Conduct and Ethics which applies to all of directors, officers, and employees, and is intended to meet the definition of “code of ethics” under Item 16B of Form 20-F. The Anghami, Inc. Code of Business Conduct and Ethics is available on our website at https://www.anghami.com/investors. We intend to disclose on our website any amendments to or waivers of the Anghami, Inc. Code of Business Conduct and Ethics.
Item 16C. Principal Accountant Fees and Services
Grant Thornton Audit and Accounting Limited (Dubai Branch) (“Grant Thornton”) were appointed as our principal accountants for the years ended December 31, 2024, 2023 and 2022.
The following table summarizes the charge for professional fees rendered in those periods:
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Audit fees | 457,000 | 432,500 | 683,332 | |||||||||
| Audit-related fees | 24,200 | 115,216 | ||||||||||
| Tax fees | 24,031 | 42,942 | 3,672 | |||||||||
| Total | 505,231 | 590,659 | 687,004 | |||||||||
“Audit fees” are the aggregate fees earned by the Grant Thornton principal accountant entities for the audit of 2022, 2023, and 2024 of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.
“Audit-related fees” are fees charged by the principal accountant entities for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.” This category comprises fees for internal control reviews, agreed-upon procedure engagements and other attestation services subject to regulatory requirements.
“Tax Fees” include fees billed for tax compliance.
Item 16D. Exemptions from the Listing Standards for Audit Committees
None.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable
107
Item 16G. Corporate Governance
Foreign Private Issuer
Our ordinary shares are listed on the Nasdaq. For purposes of Nasdaq Rules, because we are a foreign private issuer, the Nasdaq Rules applicable to us are considerably different from those applied to U.S. companies. As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards applicable to companies that do not qualify as a foreign private issuer, and these practices may afford less protection to shareholders than shareholders would enjoy if we complied fully with the Nasdaq corporate governance listing standards.”
We have elected to follow home country practices permitted under Cayman Islands law in lieu of the requirements of (a) the Rule 5600 Series of the Nasdaq Rule (with the exception of those rules which are required to be followed pursuant to the provisions of Nasdaq Rules 5615(a)(3)); (b) Rule 5250(b)(3); and (c) Rule 5250(d). Accordingly, the we follow Cayman Islands home country practice in lieu of the following Nasdaq Rules, among others:
| ● | Nasdaq Rule 5605(b): Under this Nasdaq rule, a majority of the members of a company’s board of directors must qualify as independent directors, as defined under Nasdaq Rule 5605(a)(2), and the independent directors must have regularly scheduled meetings at which only independent directors are present. We instead follow Cayman Islands law, under which our board of directors need not include a majority of independent directors, nor do independent directors need to meet separately on a regular basis. |
| ● | Nasdaq Rule 5605(c)(2): Under this Nasdaq rule, an audit committee of at least three members each of whom must be an independent director under Nasdaq Rules and otherwise satisfy the requirements under the Nasdaq Rules. As permitted by Cayman Islands law, our audit committee is composed of less than three directors. Each of the directors serving on the audit committee meets the criteria for independence referenced in Nasdaq Rule 5605(c)(2)(A)(ii) (the criteria set forth in Rule 10A-3(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), subject to the exemptions provided in Rule 10A-3(c) under the Securities Act). |
| ● | Nasdaq Rule 5605(d)(2): Under this Nasdaq rule, a company must appoint a compensation committee composed of at least two members, each of whom is an independent director under Nasdaq Rules, which shall, among other matters, determine, or recommend to the board of directors for determination, the compensation of the chief executive officer and all other executive officers (subject to limited exceptions). As permitted by Cayman Island law, our Compensation Committee is not, and need not be, composed entirely of independent directors. |
| ● | Nasdaq Rule 5605(e)(1): Under this Nasdaq rule, a director nominees must either be selected or recommended for the board of directors’ selection, either by (a) a majority of independent directors or (b) a nominations committee comprised solely of independent directors (subject to limited exceptions). As permitted by Cayman Island law, our Board of Directors as a whole makes nominations of directors. |
| ● | Nasdaq Rule 5620: Under this Nasdaq rule, a company is required to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end. We intend to follow Cayman home country practice and may not hold an annual meeting of shareholders on an annual basis. |
| ● | Nasdaq Rule 5635: This Nasdaq rule requires a domestic United States company to obtain shareholder approval for certain dilutive events, such as, the establishment or amendment of certain equity based compensation plans and arrangements; an issuance that will result in a change of control of the company; and certain acquisitions of the stock or assets of another company. We instead follow Cayman Island law, under which shareholder approval is not required for any of the dilutive events described in Nasdaq Rule 5635. |
In the future, we may rely on other exemptions permitted by Nasdaq Rule for foreign private issuers.
Controlled Company
Following the closing of the transaction with OSN Streaming Limited, we became a “controlled company” as defined under the Nasdaq rules because OSN Streaming Limited beneficially owns more than 50% of our total voting power. We also rely on exemptions afforded to controlled companies. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and currently rely, on certain exemptions from corporate governance rules, including: (a) an exemption from the rule that a majority of our board of directors must be independent directors; (b) an exemption from the rule that we have a compensation committee; and (c) an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
A majority of the members of our board of directors are not independent directors. Not all members of our compensation committee or nominating and corporate governance committee are independent directors.
108
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider trading policies
We have
Item 16K. Cybersecurity
Cybersecurity Risk Management and Strategy
Anghami has implemented a comprehensive cybersecurity risk management program to protect the confidentiality, integrity and availability of our systems and data from cybersecurity threats. Our program utilizes various security tools, processes, and procedures to identify and mitigate cybersecurity risks, including:
| ● | an Information Security Policy that articulates our information security practices and procedures to maintain confidence in our business and to protect the confidentiality, integrity, and availability of the information we handle; |
| ● | a dedicated Security team responsible for executing on relevant internal and external requirements and identifying appropriate technical and organizational measures to deliver information security in compliance with those requirements (in consultation with our Data Protection Officer who is responsible for advising on legal obligations with regard to personal data privacy); |
| ● | a Security Risk & Control team, led by the VP DevOps, principally responsible for driving our cybersecurity risk assessment processes, including a formal information security risk assessment on an at least annual basis; our security controls framework and risk remediation and prioritizations; and risk awareness or education programs for employees relating to cybersecurity; |
| ● | the use of both internal and external resources, such as assessors, consultants, and auditors, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; |
| ● | cybersecurity training of our incident response personnel and senior management; |
| ● | a cybersecurity incident response plan that includes procedures for assessing, responding to, remediating, resolving, and conducting post-analysis of cybersecurity incidents; |
| ● | a vendor assessment program designed to identify and mitigate cybersecurity risks associated with our use of |
| ● | contractual obligations on third-party vendors to report security incidents, risk identification, or other security-related issues promptly to designated contact personnel at Anghami. |
109
Cybersecurity Governance
Our VP DevOps leads the cybersecurity risk management program with a deep background in software engineering, platform development and security. Indeed, supported by the Information Security Officer, are responsible for the oversight of the Company’s cybersecurity strategy.
Furthermore, the IT Department collects key performance indicators (“KPIs”) which are reported to the Company’s CEO monthly.
These KPIs include the public attack surface score and the infrastructure vulnerability index. Anghami’s executive management team is responsible for assessing and managing cybersecurity risk on a day-to-day basis.
Management receives regular reports on cybersecurity risks and performance from the security team, along with threat intelligence from government partners, information sharing forums, and third-party security vendors. This information is used to continually assess Anghami’s cybersecurity risk profile and adjust the program as needed.
This includes implementing policies and procedures, deploying security technologies, conducting training and awareness, and responding to incidents.
Cybersecurity Threats
For the years ended December 31, 2023 and 2024 and through the date
of this annual report, we are
110
PART III
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements” of this Report.
ITEM 18. FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company as required under Item 18 are attached hereto starting on page F-1 of this Form 20-F.
ITEM 19. EXHIBITS
111
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request. |
| ^ | Indicates management contract or compensatory plan |
112
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| Anghami Inc. | ||
| By: | /s/ Elias Habib | |
| Date: April 30, 2025 | Name: | Elias Habib |
| Title: | Chief Executive Officer | |
113
ANGHAMI INC.
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
F-1
 | Grant Thornton Audit and Accounting Limited Corporation (BVI)
The Offices 5 Level 3 Office 302, 303 One Central, DWTC Dubai, UAE
P.O. Box 1620 T +971 4 388 9925 F +971 4 388 9915 www.grantthornton.ae |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Anghami, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated statements of financial position of Anghami Inc. (the “Parent Company”) and its subsidiaries (together the “Group”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the three years in the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the year ended December 31, 2024, in accordance with International Financial Reporting Standards (“IFRS”), as issued by International Accounting Standards Board.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 2 to the consolidated financial statements as at December 31, 2024, the Group incurred a total loss of USD 63,592,548 and accumulated losses of USD 202,503,268 and as of that date, the Group had negative working capital (i.e. excess of current liabilities over current assets) of USD 20,259,303. These conditions, along with other matters as set forth in Note 2, raise substantial doubt about the Group’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Group’s auditor since 2022.
30 April, 2025
(PCAOB ID
F-2
ANGHAMI INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
| Notes | 2024 | 2023 | 2022 | |||||||||||||
| USD | USD | USD | ||||||||||||||
| Revenue | 4 | |||||||||||||||
| Cost of revenue | 6 | ( | ) | ( | ) | ( | ) | |||||||||
| Gross (loss) / profit | ( | ) | ||||||||||||||
| Selling and marketing expenses | 7 | ( | ) | ( | ) | ( | ) | |||||||||
| General and administrative expenses | 8 | ( | ) | ( | ) | ( | ) | |||||||||
| Consultancy and professional fees | 12 | ( | ) | ( | ) | ( | ) | |||||||||
| Government grants | 13 | |||||||||||||||
| Impairment of goodwill | 23 | ( | ) | |||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Finance costs | 9 | ( | ) | ( | ) | ( | ) | |||||||||
| Finance income | 10 | |||||||||||||||
| Other income | 11 | |||||||||||||||
| Share of loss of a joint venture | 18 | ( | ) | ( | ) | ( | ) | |||||||||
| Loss on liquidation of joint venture | 18 | ( | ) | |||||||||||||
| Fair value change of warrants liabilities | 27 | ( | ) | |||||||||||||
| Fair value of embedded derivatives | ( | ) | ||||||||||||||
| Recapitalization expense | 32 | ( | ) | |||||||||||||
| Foreign exchange loss, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | 14 | ( | ) | ( | ) | ( | ) | |||||||||
| TOTAL LOSS AND COMPREHENSIVE LOSS FOR THE YEAR | ( | ) | ( | ) | ( | ) | ||||||||||
| Attributable to: | ||||||||||||||||
| Equity holders of the Parent | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||
| Basic and diluted loss per share attributable to equity holders of the Parent | 31 | ( | ) | ( | ) | ( | ) | |||||||||
The attached notes 1 to 34 form part of these consolidated financial statements.
F-3
ANGHAMI INC.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | |||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment | 15 | |||||||||||
| Intangible assets | 16 | |||||||||||
| Goodwill | 23 | |||||||||||
| Investment in a joint venture | 18 | |||||||||||
| Right-of-use assets | 22 | |||||||||||
| Deferred tax assets | 14 | |||||||||||
| Current assets | ||||||||||||
| Trade and other receivables | 17 | |||||||||||
| Accrued government grants | 13 | |||||||||||
| Contract assets | 4 | |||||||||||
| Amount due from related parties | 26 | |||||||||||
| Cash and bank balances | 19 | |||||||||||
| TOTAL ASSETS | ||||||||||||
| EQUITY AND LIABILITIES | ||||||||||||
| Equity | ||||||||||||
| Share capital | 20 | |||||||||||
| Share premium | 20 | |||||||||||
| Share-based payment reserves | 21 | |||||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||||
| Equity surplus / (deficit) attributed to equity holders of the Parent | ( | ) | ||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total Equity surplus / (deficit) | ( | ) | ||||||||||
| Non-current liabilities | ||||||||||||
| Provision for employees’ end-of-service benefits | 24 | |||||||||||
| Lease liabilities | 22 | |||||||||||
| Convertible Notes | 28 | |||||||||||
| Embedded derivatives | 28 | |||||||||||
| Government grants | 13 | |||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 25 | |||||||||||
| Government grants | 13 | |||||||||||
| Contract liabilities | 4 | |||||||||||
| Amount due to shareholders and related parties | 26 | |||||||||||
| Warrant liabilities | 27 | |||||||||||
| Income tax payable | ||||||||||||
| Bank overdrafts | 19 | |||||||||||
| Lease liabilities | 22 | |||||||||||
| Total liabilities | ||||||||||||
| TOTAL EQUITY AND LIABILITIES | ||||||||||||
The attached notes 1 to 34 form part of these consolidated financial statements.
F-4
ANGHAMI INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital | Share premium | Share-based payment reserves | Other reserves | Accumulated losses | Surplus / (deficit) attributable to the equity holders of the Parent | Non-controlling interest | Total deficit | |||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | |||||||||||||||||||||||||
| At January 1, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Share-based payments (note 21) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of Shares upon reverse recapitalization, net of issuance costs | ||||||||||||||||||||||||||||||||
| Share-based payment for service providers | ||||||||||||||||||||||||||||||||
| Loans converted to equity | ||||||||||||||||||||||||||||||||
| Issuance of common shares upon exercise of warrants | ||||||||||||||||||||||||||||||||
| Movement in other reserves | ( | ) | ||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| At December 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share-based payments (note 21) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share based payment for board of directors (note 20) | ||||||||||||||||||||||||||||||||
| Share based payment for service providers (note 20) | ||||||||||||||||||||||||||||||||
| Loans converted to equity (note 28) | ||||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| At December 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share-based payments (note 21) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares upon acquisition of assets (note 20) | ||||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| At December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
The attached notes 1 to 34 form part of these consolidated financial statements.
F-5
ANGHAMI INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
| Notes | 2024 | 2023 | 2022 | |||||||||||||
| USD | USD | USD | ||||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||||
| Loss for the year | ( |
) | ( |
) | ( |
) | ||||||||||
| Adjustments for: | ||||||||||||||||
| Depreciation of property and equipment | 15 | |||||||||||||||
| Depreciation of right-of-use assets | 22 | |||||||||||||||
| Amortization of intangible assets | 16 | |||||||||||||||
| Write-off of intangible assets | 16 | |||||||||||||||
| Provisions for deferred taxes | ( |
) | ||||||||||||||
| Finance costs | 9 | |||||||||||||||
| Finance income | 10 | ( |
) | ( |
) | ( |
) | |||||||||
| Provision for employees’ end of service benefits | 24 | |||||||||||||||
| Revaluation of warrants liability | 27 | ( |
) | ( |
) | |||||||||||
| Reversal of provisions of shared-based payment reserves | 21 | ( |
) | ( |
) | ( |
) | |||||||||
| Recapitalization expense | 32 | |||||||||||||||
| Provision for share-based payments | 21 | |||||||||||||||
| Charges / (reversals) of allowance for estimated credit loss | 17 | ( |
) | |||||||||||||
| Share of loss of a joint venture | 18 | |||||||||||||||
| Fair value of embedded derivatives | - | - | ||||||||||||||
| Goodwill impairment | 23 | |||||||||||||||
| Loss recognized upon liquidation of joint venture | ||||||||||||||||
| Taxes | 14 | |||||||||||||||
| Government grants revenue | 13 | ( |
) | ( |
) | ( |
) | |||||||||
| ( |
) | ( |
) | ( |
) | |||||||||||
| Working capital changes: | ||||||||||||||||
| Trade and other receivables | ( |
) | ( |
) | ||||||||||||
| Due from related parties | ( |
) | ( |
) | ||||||||||||
| Contract assets | ( |
) | ( |
) | ||||||||||||
| Trade and other payables | ( |
) | ( |
) | ||||||||||||
| Contract liabilities | ( |
) | ||||||||||||||
| Due to shareholders and related parties | ||||||||||||||||
| Cash flow (used in) / generated from operations | ( |
) | ( |
) | ||||||||||||
| Income tax paid | ( |
) | ( |
) | ( |
) | ||||||||||
| End of service benefits paid | 24 | ( |
) | ( |
) | ( |
) | |||||||||
| Net cash flows (used in) / generated from operating activities | ( |
) | ( |
) | ||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||||
| Purchase of property and equipment | 15 | ( |
) | ( |
) | ( |
) | |||||||||
| Additions of intangible assets | 16 | ( |
) | ( |
) | ( |
) | |||||||||
| Investment in a joint venture | 18 | ( |
) | |||||||||||||
| Cash proceeds from liquidation of joint venture | ||||||||||||||||
| Payment for acquisition of subsidiary | ( |
) | ||||||||||||||
| Net cash flows used in investing activities | ( |
) | ( |
) | ( |
) | ||||||||||
| FINANCING ACTIVITIES | ||||||||||||||||
| Payments of lease liabilities | 22 | ( |
) | ( |
) | ( |
) | |||||||||
| Proceeds / (Repayment) of loans and borrowings | 28 | ( |
) | |||||||||||||
| Receipt of government grants | 13 | |||||||||||||||
| Proceeds from acquisition of assets | 1 | |||||||||||||||
| Proceeds from issuance of private warrants | 27 | |||||||||||||||
| Proceeds from reverse recapitalization | 32 | |||||||||||||||
| Proceeds from PIPE Financing | 32 | |||||||||||||||
| Reverse recapitalization transaction costs | 32 | ( |
) | |||||||||||||
| Finance costs paid | ( |
) | ( |
) | ( |
) | ||||||||||
| Finance income received | ||||||||||||||||
| Net cash flows generated from financing activities | ||||||||||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||||||||||
| Cash and cash equivalents at January 1 | ||||||||||||||||
| CASH AND CASH EQUIVALENTS AT DECEMBER 31 | 19 | |||||||||||||||
| Supplementary cash flow information on non-cash investing and financing activities | 2024 | 2023 | 2022 | |||||||||
| Intangible assets recognized upon acquisition of assets | ||||||||||||
| Addition of Long term lease | ||||||||||||
| Loans converted to equity during the year | ||||||||||||
| Share based payment for service provider | ||||||||||||
| Issuance of shares to Board of Directors | ||||||||||||
| Loans converted to equity upon business combination | ||||||||||||
| Issuance of Class A Shares upon exercise of warrants | ||||||||||||
| Deferred consideration in relation to acquisition of subsidiary | ||||||||||||
| Transaction cost settle net of proceeds | ||||||||||||
The attached notes 1 to 34 form part of these consolidated financial statements.
F-6
ANGHAMI INC.
NOTES TO THE 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, 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 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 SPV OSN Streaming Limited (“OSN Streaming”) and was realized through transfer of OSN+ asset to Anghami for
a total consideration of USD
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, a subsidiary SPV in the Cayman Islands.
The transaction has resulted in the issuance of
2 GOING CONCERN
For the year ended December 31, 2024, 2023 and 2022 the Group incurred
a loss of USD
Based on management’s forecasts, the day-to-day operations and expenditure requirements are anticipated to be funded primarily through the ability to access additional funding from shareholders.
On February 8, 2025 the Group utilized an additional
USD
As such, there is material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these consolidated financial statements.
The consolidated financial statements have been prepared assuming that the Group will continue as a going concern which is contingent upon the Group’s ability to access additional funding. Accordingly, the 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.
F-7
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES
3.1 Basis of preparation
The consolidated financial statements of the Group comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and have been prepared on a historical cost basis, except for certain convertible notes, employees’ share based payment and warrants which have been measured at fair value, and lease liabilities, which have been measured at present value.
The preparation of the consolidated financial statements in conformity with IFRS requires the application of certain critical accounting estimates and assumptions. It also requires management to exercise its judgment in the process of applying the accounting policies. The areas involving a greater degree of judgment or complexity, or areas in which assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.5.
The consolidated financial statements are presented in United States dollar (USD) which is also the functional currency of the Group. The Group has assessed the operation of each of its subsidiaries and determined that the functional currency of the subsidiaries is the same as the Group’s functional currency, as each subsidiary operate as an extension of the Group since they lack the required autonomy and are dependent on the Group and other subsidiaries in providing their services. The USD is considered the functional currency of the Group as it is the main currency that influences the sales prices for services, cost of revenues, expenses and financing activities.
The consolidated financial statements have been rounded off to the nearest USD, except when otherwise indicated. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in the consolidated statement of comprehensive income within foreign exchange loss, net.
3.2 Basis of consolidation
The Group financial statements comprise the financial statements of the Group and its subsidiaries as at December 31, each year. 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 year 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.
F-8
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.2 Basis of consolidation (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 or not 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 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.
Details of subsidiaries as at December 31, 2024 and December 31, 2023 were as follows:
| Subsidiaries | % of legal ownership 2024 | % of legal ownership 2023 | 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.
F-9
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.3 Initial application of a standard, amendment or an interpretation to existing standards
i) New and amended standards and interpretations
Accounting pronouncements which have become effective from January 1, 2024 and have therefore been adopted are as follows:
| - | Classification of Liabilities as Current or Non-current (Amendments to IAS 1) |
| - | Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) |
| - | Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) |
| - | Non-current Liabilities with Covenants (Amendments to IAS 1) |
The adoption of the above new amendment and improvements to standards did not impact the financial position or performance of the Group.
Other standards and amendments that are not yet effective and have not been adopted early by the Group are as follows:
| - | Lack of Exchangeability (Amendments to IAS 21) |
| - | Amendments to the Classification and Measurement of Financial Instruments (Amendments |
| - | to IFRS 9 and 7) |
| - | IFRS 18 ‘Presentation and Disclosure in Financial Statements’ |
| - | IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’ |
3.4 Summary of material accounting policies
Revenue recognition
Principal versus agent considerations
The Group evaluates the presentation of revenue on a gross versus net basis based on whether they control the service provided to the end-user and are the principal in the transaction (gross), or they arrange for other parties (advertising agencies) to provide the service to the end-user and are the agent in the transaction (net).
The Group considers itself a principal for the subscription, live events and ad supported revenue services because it controls the services provided to subscribers and customers.
The control over the services provided to customers is demonstrated through the following key considerations:
| ● | The Group has full control over Anghami’s & OSN+’s app streaming platform |
| ● | The Group reserves the right to decide the fees and the advertising agencies and live events partners does not have the right to amend the fees; |
| ● | The Group has complete discretion over assigning the advertising campaign on Anghami’s & OSN+’s app streaming platform to the various advertising agencies; |
| ● | The Group is responsible for accepting or rejecting the campaign request once placed on the platform; |
| ● | The Group assumes responsibility for receiving and resolving the complaints registered by the end-users over the quality of the services provided; |
| ● | Any incentives and discounts given to the end-users are entirely determined by the Group |
F-10
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Revenue recognition (continued)
Subscription revenue
The Group generates subscription revenue from the sale of the premium service in which customers can listen and /or watch on-demand and offline. Premium services are sold directly to end users and through partners who are generally telecommunications companies that bundle the subscription with their own services or collect payment for the stand-alone subscriptions from their end customers. The Group satisfies its performance obligation, and revenue from these services is recognized, on a straight-line basis over the subscription period. Premium services are paid in advance.
Premium partner subscription revenue is based on a per-subscriber rate in a negotiated partner agreement. Under these arrangements, a premium partner may bundle the premium service with its existing product offerings or offer the premium service as an add-on to their services. Payment is remitted to the Group through the premium partner. The Group assesses the facts and circumstances, including whether the partner is acting as a principal or agent, of all partner revenue arrangements and then recognizes revenues either gross or net. Premium partner services, whether recognized gross or net, have one material performance obligation, which is the delivery of the premium service. The service provided by the premium partners is to act as a payment gateway to collect the subscription fees and transfer it to the Group against receiving a fee calculated as a percentage of revenue collected. The Group has assessed each of its premium partner subscription revenue agreements and concluded that revenue should be recognized on a gross basis as the Group controls the music streaming service provided to the premium users and remains responsible to deliver the music and / or movies streaming services at the agreed quality during the full subscription period; in addition, the Group has full discretion in determining the price of the music and / or movies streaming services offered. The fees paid to the premium partner against the services provided by them is recognized as part of cost of revenue in the consolidated statement of comprehensive income.
Additionally, the Group sells premium subscriptions to third party service providers who bundle the purchased premium subscriptions with other services and products they deliver to their end-users. Under this product, the third-party service providers are the Group’s customers and not their end-users. The Group’s only material performance obligation is the delivery of the music and / or movies streaming services. The third-party service providers do not provide any services to the Group. The Group recognizes the revenue received from such third-party service providers over the sold premium subscriptions and vouchers validity period which starts on their respective activation day.
Advertisement revenue
The Group’s advertising revenue is primarily generated through display, audio, and video advertising delivered through advertising impressions. The Group’s advertising revenue is generated through:
| (1) | Agency Sales Channel: the Group entered into an arrangement with an advertising agency that sells ads campaigns to global and regional brands. These advertising arrangements are typically sold on a cost-per-thousand basis and are evidenced by an Insertion Order (“IO”) that specifies the terms of the arrangement such as the type of ad product, pricing, insertion dates, and number of impressions in a stated period. The advertising agency promotes the Group’s advertising products based on a pre-agreed sales commission based on generated revenue. The Group sets the pricing schedule for ads impressions and approves the ads before their display on the Anghami and OSN platform and remains responsible to deliver the advertising products to the advertising client. Advertising clients and advertising agency send for the Group’s approval the advertisement to be displayed on the Anghami and OSN platform and the IOs that specify the number of ads impressions, campaigns periods, and the agreed service fees. |
| (2) | Direct Sales Channel: the Group works directly with advertising clients. The Group’s sales team identifies and manages these advertising clients and approves their advertising campaigns sent via IOs which acts as a contract between the Group and the advertising clients. |
| (3) | Programmatic Advertising Channel: the Group generates Advertisement revenue through arrangements with certain advertising exchange platforms to distribute advertising inventory for purchase on a cost-per-thousand basis through their automated exchange. The Group has control over which ads are to be displayed on its platform, volumes and selection criteria. |
F-11
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Revenue recognition (continued)
| (4) | Barter deals: Revenue is recorded at the fair value of non-cash consideration received or promised from the customer. The fair value is measured at contract inception. Barter revenue is derived from an exchange of advertising services, to be done through the Group’s platform and the same applies for the second party with whom the barter deal is done with. Instead of paying cash for the advertisements, the Group provides advertisements during the time when music is streamed to free users. |
Revenue is recognized over time based on the number of impressions delivered.
Live events
The Group generates its live events revenues from the sale of tickets, sponsorships & food & beverages to customers.
Cost of revenue
Cost of revenue consists predominantly of label and publishing costs related to content streaming, payment processing, agency fees and barter transaction costs. The Group incurs label and publishing costs to certain music record labels, music publishers, and other rights holders for the right to stream music to the Group’s users. Label and publishing costs are typically calculated using negotiated rates in accordance with license agreements and are based on either subscription and advertising revenue earned, user / usage measures, or a combination of these. The determination of the amount of the rights holders’ liability is complex and subject to a number of variables, including the revenue recognized, the type of content streamed and the country in which it is streamed, the product tier such content is streamed on, identification of the appropriate license holder, size of user base, ratio of Ad-Supported users to premium subscribers, and any applicable advertising fees and discounts, among other variables. Some rights holders have allowed the use of their content on the platform while negotiations of the terms and conditions are ongoing. In such situations, label and publishing costs are calculated using estimated rates. In certain jurisdictions, rights holders have several years to claim royalties for musical compositions and therefore estimates of the label and publishing payables are made until payments are made. The Group has certain arrangements whereby label and publishing costs are paid in advance or are subject to minimum guaranteed amounts. An accrual is established when actual label and publishing costs to be incurred during a contractual period are expected to fall short or exceed the minimum guaranteed amounts.
Cost of revenue also includes video content costs incurred in connection with the Group’s partnership with OSN, including license fees and streaming infrastructure expenses related to video-on-demand services. These costs are recognized based on contractual terms.
The expense related to these accruals is recognized in cost of revenue. Cost of revenue also includes payment processing fees for subscription revenue, server’s rental and other infrastructure costs, amortization of intangible assets, and expenses incurred to produce music content sold to brands and ads clients.
Amortization of podcast content assets is recorded over the shorter of the estimated useful economic life, or the license period (if relevant), and begins at the release of each episode. Amortization is calculated on double-declining basis similar to internally developed music content. We make payments to podcast publishers, whose content we monetize through advertising sales.
The Group incurs expenses from barter deals with third parties where the Group receives advertising services which can be reliably measured at the fair value of those advertising services.
The Group incurs expenses related to the purchase of food and beverage, venues rent, artists fees & artists’ logistics fees.
Selling and marketing expenses
Sales and marketing expenses are primarily comprised of marketing campaigns on digital platforms, outdoor campaigns, advertising agency cost and cost of working with record labels and artists to promote the availability of new releases on the Group’s platform.
F-12
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
General and administrative expenses
General and administrative expenses are comprised primarily of employee compensation and benefits for functions such as accounting, analytics, legal, human resources, consulting fees, and other costs including facility and equipment costs, director fees, depreciation of property and equipment and the provision for employee share-based compensations.
Income tax expense
The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of comprehensive income except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred tax is recognized on all temporary differences at the reporting date between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, with the following exceptions:
Where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
In respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and
Deferred tax assets are recognized only to the extent that it is probable that a taxable profit will be available against which the deductible temporary differences and carried forward tax credits or tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the asset is realized or the liability is settled, based on tax rates and tax laws enacted or substantively enacted at the reporting date.
Current and deferred tax is charged or credited directly to other comprehensive income or equity if it relates to items that are credited or charged to, respectively, other comprehensive income or equity. Otherwise, income tax is recognized in the consolidated statement of comprehensive income.
The withholding tax (WHT) incurred on distributions from foreign jurisdiction are comprised of distributions made from subsidiary entities (mainly Anghami KSA and ADC) to the Group. In addition, WHT include taxes paid by the Group for income generated from Telco partners. These Telco partners operate in countries where the Group does not have an operating entity and has service agreements with Telco companies. The tax on services performed by non-resident Group is deducted from the Group’s payments received from the Telco partners based on WHT rates for the respective countries which are established as part of the existing WHT regimes for each country. WHT has been presented with the income taxes in these consolidated financial statements.
F-13
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Share-based compensation
Employee share-based compensation
Employees of the Group receive remuneration in the form of share-based compensation transactions, whereby employees render services in consideration for equity instruments. The cost of equity-settled transactions with employees is determined by the fair value at the date of grant using an appropriate valuation model. The cost is recognized in the consolidated statement of comprehensive income, together with a corresponding credit to other reserves in equity, over the period in which the service conditions are fulfilled.
The cumulative expense recognized for equity-settled transactions with employees at each reporting date until the vesting date reflects the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense for a period generally represents the movement in cumulative expense recognized at the beginning and end of that period and is recognized in employee share-based compensation. When the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for modifications that increase the total fair value of the share-based compensation transaction or are otherwise beneficial to the grantee as measured at the date of modification.
Share-based payment to service provider
The cost of other equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognized in general and administrative expenses (Note 8), together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the consolidated statement of comprehensive income for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.
IFRS 16 Leases
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. Our incremental borrowing rate is determined based on estimates and judgments, including our credit rating and credit spread.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
F-14
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
IFRS 16 Leases (continued)
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition
exemption to its short-term leases (i.e., those leases that have a lease term of
Right-of-use assets (ROU)
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
| ● | Office spaces |
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement.
Trade and other receivables
A trade receivable represents the Group’s right to an amount of consideration that is unconditional (i.e. only the passage of time is required before payment of the consideration is due). Trade receivables are stated at original invoice amount less a provision for any uncollectible amount.
Contract assets and contract liabilities
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.
Contract liabilities
A contract liability is recognized if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related subscription services. Contract liabilities are recognized as revenue when the Group performs its obligations under the contract (i.e., transfers control of the services to the customer).
F-15
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and any impairment in value.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets at the following rates:
| Furniture and fixtures | |
| Office and computer equipment | |
| General installations |
The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount.
Expenditure incurred to replace a component of an item of equipment that is accounted for separately is capitalized and the carrying amount of the component that is replaced is written off. Other subsequent expenditure is capitalized only when it increases future economic benefits of the related item of property and equipment. All other expenditure is recognized in the consolidated statement of comprehensive income as the expense is incurred.
Intangible assets
The Group recognizes internal application and content development costs, podcasts and original content as intangible assets only when the following criteria are met: the technical feasibility of completing the intangible asset exists, there is an intent to complete and an ability to use or sell the intangible asset, the intangible asset will generate probable future economic benefits, there are adequate resources available to complete the development and to use or sell the intangible asset, and there is the ability to reliably measure the expenditure attributable to the intangible asset during its development. Until development of the underlying intangible asset is completed and is available for intended use, the costs incurred are reflected as work in progress. Please refer to Note 16 for the details of the expenses.
The Group capitalizes certain costs related to acquired music and media content, where the rights obtained provide access to identifiable future economic benefits and meet the recognition criteria under IAS 38. These acquired content assets are initially measured at cost and are amortized over their estimated useful lives, typically reflecting the pattern in which the asset’s economic benefits are consumed.
Intangible assets
with finite lives are typically amortized on a straight-line and double declining basis over their estimated useful lives based on the
nature of the intangible asset, typically over
The Group recognized intangible assets in accordance with the applicable IFRS standards for asset acquisitions. These intangible assets, which primarily include brand name and customer relationships, were identified and measured at fair value as of the acquisition date. The recognition of these assets reflects the application of purchase accounting under an asset acquisition framework, whereby the total consideration was allocated to the identifiable assets based on their relative fair values.
An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of comprehensive income.
F-16
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Goodwill
Goodwill is the excess of the consideration transferred over the net identifiable assets acquired and liabilities assumed. Goodwill is tested annually for impairment, or more regularly if certain indicators are present. Goodwill is evaluated for impairment by comparing the recoverable amount of the Group’s operating segments to the carrying amount of the operating segments to which the goodwill relates. If the recoverable amount is less than the carrying amount an impairment charge is determined. The recoverable amount of the operating segments is based on fair value less costs of disposal. The Group determines the fair value of the operating segments using a combination of a discounted cash flow analysis and a market-based approach.
Financial instruments
i). Financial assets
Initial recognition and measurement
The Group’s financial assets are comprised of cash and cash equivalents, trade and other receivables, due from related parties and contract assets. All financial assets are recognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them.
Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15 ‘Revenue’.
For a financial asset to be classified and measured at amortized cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest’ (“SPPI”) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in two categories:
| a) | Amortized cost |
| b) | Financial assets at fair value through profit or loss |
Amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as fair value through profit or loss. (FVTPL):
| - | The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and |
| - | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Financial assets at amortized cost are subsequently measured using the effective interest rate (‘EIR’) method and are subject to impairment. Gains and losses are recognized in the consolidated statement of comprehensive income when the asset is derecognized, modified or impaired.
F-17
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Financial instruments (continued)
i). Financial assets (continued)
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets at fair value through profit or loss are carried in the consolidated statement of financial position at fair value with net changes in fair value recognized in the consolidated statement of comprehensive income.
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables, the Group applies a simplified approach in calculating ECLs whereby it recognizes a loss allowance based on lifetime ECLs for each ageing bracket. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 365 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. These write-offs are recorded in the Group’s general and administrative expenses.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset.
Cash and cash equivalents
For the purpose of consolidated statement of cash flows, cash and cash equivalents comprise cash on hand, deposits with financial institutions, and balances with original maturity of less than three months, which are subject to insignificant risk of changes in fair value. Bank overdrafts are included in cash and cash equivalents for the consolidated statement of cash flows.
F-18
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Financial instruments (continued)
ii). Financial liabilities
Initial recognition and measurement
The Group’s financial liabilities are comprised of trade and other payables and accruals, due to related parties and other liabilities, including bank overdraft, lease liabilities and convertible notes. Financial liabilities are recognized initially at fair value and in the case of loans and borrowings fair value of the consideration received less directly attributable transaction costs.
Subsequent measurements
After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest method or fair value through profit or loss. The effective interest method amortization is included in finance costs and fair value changes are included in the finance costs or finance income in the consolidated statement of comprehensive income. Certain convertible notes include embedded derivatives designated at fair value through profit or loss are subsequently remeasured at fair value.
Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
Gains or losses on liabilities held for trading are recognized in the consolidated statement of comprehensive income.
Convertible notes that include an embedded derivative designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. After initial recognition, financial liabilities at fair value through the profit or loss are subsequently re-measured at fair value at the end of each reporting period with changes in fair value recognized in finance costs or finance income in the consolidated statement of comprehensive income. The Group has designated the convertible notes 1 and 2 at fair value through profit or loss.
Financial liabilities at amortized cost (loans and borrowings)
This category generally applies to interest-bearing loans and borrowings, lease liabilities and certain convertible notes. After initial recognition, interest-bearing loans and borrowings, lease liabilities and certain convertible notes are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in the finance costs / income line item in the consolidated statement of comprehensive income when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortization is included as finance cost in the consolidated statement of comprehensive income.
Derecognition
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire.
Gains and losses are recognized in the consolidated statement of comprehensive income when the financial liabilities are derecognized.
F-19
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Financial instruments (continued)
ii). Financial liabilities (continued)
Employees’ end of service benefits
The Group makes contributions to the Lebanese National Social Security Fund and provides end of service benefits to its employees in accordance with the Lebanese law. Furthermore, as for the UAE & KSA, the Group provides provisions to their employees as per the respective labor laws of those countries. The entitlement to these benefits is based upon the employees’ length of service, the employees’ salaries, the Group’s contributions to the National Social Security Fund and other requirements. The expected costs of these benefits are accrued over the period of employment.
At each reporting date, Management assesses the impact of accounting for the provision at present value under IAS 19 ‘Employee benefits’ while considering forward-looking factors such as the employees’ expected salary increases and expected length of future service. Management has determined that the difference between accounting for the provision for employees’ end of service benefits in accordance with UAE Labour Law, KSA and Lebanese Law compared to IAS 19 to be immaterial to the Group’s consolidated financial statements.
Accounts payable and accruals
Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the consolidated statement of comprehensive income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Government Grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset.
The Group has chosen to present grants related to an expense item as other operating income in the consolidated statement of comprehensive income.
Convertible notes
Convertible notes are presented as financial liability in the consolidated statement of financial position. On issuance of the convertible notes, the liability is measured at fair value and subsequently carried at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. Convertible notes are classified as non-current liabilities based on the expected conversion date in accordance with the convertible note’s agreements.
F-20
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Financial instruments (continued)
ii). Financial liabilities (continued)
Embedded derivatives
A derivative embedded in a hybrid contract is separated from the host and accounted for as a separate derivative if, the economic characteristics and risks are not closely related to the host, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.
Interest income and expense
Interest income and expense are recognized in the consolidated statement of comprehensive income using the effective interest rate method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
| ● | the gross carrying amount of the financial asset; or |
| ● | the amortized cost of the financial liability. |
When calculating the effective interest rate for financial instruments other than purchased or originated credit-impaired assets, the Group estimates future cash flows considering all contractual terms of the financial instrument, but not ECL.
The calculation of the effective interest rate includes transaction costs and fees and points paid or received that are an integral part of the effective interest rate. Transaction costs include incremental costs that are directly attributable to the acquisition or issue of a financial asset or financial liability.
Current versus non-current classification
The Group presents assets and liabilities in the consolidated statement of financial position based on current / non-current classification. An asset is current when it is:
| - | Expected to be realized or intended to be sold or consumed in the normal operating cycle, |
| - | Held primarily for the purpose of trading, |
| - | Expected to be realized within twelve months after the reporting period, or |
| - | Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period |
All other assets are classified as non-current.
A liability is current when:
| - | It is expected to be settled in the normal operating cycle, |
| - | It is held primarily for the purpose of trading, |
| - | It is due to be settled within twelve months after the reporting period, or |
| - | There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period |
The Group classifies all other liabilities as non-current.
F-21
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.4 Summary of significant accounting policies (continued)
Joint Venture
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group’s investment in its joint venture is accounted for using the equity method.
Under the equity method, the investment in a joint venture is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of the joint venture since the acquisition
date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is not tested for impairment separately.
The consolidated statement of comprehensive income reflects the Group’s share of the results of operations of the joint venture. In addition, when there has been a change recognized directly in the equity of the joint venture, the Group recognizes its share of any changes, when applicable, in the consolidated statement of changes in equity.
The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired; If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, and then recognizes the loss within ‘Share of profit of a joint venture’ in the consolidated statement of comprehensive income.
Upon loss of significant influence over the joint control over the joint venture, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.
Business Combination
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Impairment of non-financial assets
Management determines at each reporting date whether there are any indicators of impairment relating to the Group’s property and equipment including intangible assets. A broad range of internal and external factors are considered as part of the indicator review process.
The Group’s impairment testing for non-financial assets is based on calculating the recoverable amount of each asset. Recoverable amount is the higher of value in use and fair value less costs to sell.
Impairment losses of continuing operations are recognized in the statement of profit or loss in expense categories consistent with the function of the impaired asset.
F-22
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.5 Significant accounting judgements, estimates and assumptions
The preparation of the consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, and equity in the consolidated financial statements and the Grouping disclosures. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The areas where judgements, assumptions and estimates are significant to the consolidated financial statements are:
Judgements
Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination.
Estimates and assumptions
Share-based payments
The Group measures the cost of equity-settled transactions with employees and non-employees by reference to the fair value of the equity instruments at the date at which they are granted. While there was a mutual understanding with the employees regarding the terms of the award, its formal approval is pending. The fair value is estimated using an appropriate model or by reference to a market transaction which requires the determination of the appropriate inputs, specifically the probability of vesting.
The cost is recognised in employee benefits expense, together with a corresponding increase in equity (employee share scheme reserve), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the consolidated statement of comprehensive income for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
F-23
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
3.5 Significant accounting judgements, estimates and assumptions (continued)
Estimates and assumptions (continued)
Agreements and arrangements
The Group’s agreements and arrangements with rights holders for the content used on its platform are complex. Some rights holders have allowed the use of their content on the platform while negotiations of the terms and conditions are ongoing. In certain jurisdictions, rights holders have several years to claim royalties for musical composition and therefore estimates of the royalty accruals are based on available information and historical trends. The determination of label and publishing cost accruals requires a significant volume of data as well as involves significant judgements and estimates of the amounts to be paid.
Warrants
Share purchase warrants issued by the Group are accounted for as derivative liabilities. The warrants are initially recognised at fair value, and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognised in profit or loss until the warrants are exercised, redeemed, or expire.
The Group’s derivative liabilities related to its public and private warrants are measured using appropriate valuation method. Public warrants derivative liabilities was measured using public market prices while Black-Scholes Options Pricing Model (“BSOPM”) was used to value the private warrants.
Useful lives of intangible assets
The Group’s management determines the estimated useful lives of its intangible assets for calculating amortization. This estimate is determined after considering the expected economic life of the asset. Management reviews the residual value and useful lives annually and future amortization charges would be adjusted where the management believes the useful lives differ from previous estimates.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from operations. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next ten years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group.
The recoverable amount of the brand value CGU is determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a ten-year period. The projected cash flows have been updated to reflect the increased demand for contents and broadcasting rights. The management did not identify an impairment for this CGU. Key assumptions used in value in use calculations and sensitivity to changes in assumptions The calculation of value in use for contents is most sensitive to the discount rates, growth rates and terminal value assumptions.
Estimated credit losses
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Estimation in Capitalization of Engineering Costs
The Group capitalizes its Engineering cost based on the percentage derived from number of hours spent by each individual engineers on tasks such as application development to total number of hours spent by engineers, estimates are made to determine the number of hours spent by each engineer; it is then multiplied by their respective salaries in order to determine what is the amount to be capitalized to intangible assets.
Uncertain tax positions
In determining the amount of current and deferred income tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes, interest or penalties may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities. Such changes to tax liabilities will impact tax expense in the period that such a determination is made.
F-24
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4 REVENUE
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Revenue from subscriptions | ||||||||||||
| Revenue from advertisement (1) | ||||||||||||
| Revenue from live events | ||||||||||||
| Goods and services transferred at a point in time | ||||||||||||
| Goods and services transferred over time | ||||||||||||
| (1) |
Contract assets
As of December 31, 2024, 2023 and 2022 the group’s contract
assets consist of accrued income from contracts with customers which amounts to USD
Contract liabilities
The Group’s
contract liabilities from contracts with customers consist only of deferred revenue. Deferred revenue is mainly comprised of subscription
fees and vouchers sold collected in advance for services not yet performed and therefore their revenues have not been recognized. Revenue
is recognized over time as the services are performed. As of December 31, 2024, 2023 and 2022, the Group had deferred revenue of USD
Revenue recognized
that was included in the contract liability balance at the beginning of the years ended December 31, 2024, and 2023 is USD
F-25
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 SEGMENT INFORMATION
The Group has
Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows:
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Revenue from subscription segment | ||||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Segment gross (loss) / profit | ( | ) | ||||||||||
| Revenue from advertisement segment | ||||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Segment gross profit | ||||||||||||
| Revenue from live events segment | ||||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Segment gross (loss) / profit | ( | ) | ||||||||||
| Consolidated | ||||||||||||
| Revenue from external customers | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross (loss) / profit | ( | ) | ||||||||||
F-26
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 SEGMENT INFORMATION (continued)
Reconciliation of gross (loss) / profit
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.
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Gross (loss) / profit | ( | ) | ||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Consultancy and professional fees | ( | ) | ( | ) | ( | ) | ||||||
| Government grants | ||||||||||||
| Impairment of goodwill | ( | ) | ||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||
| Finance income | ||||||||||||
| Other income | ||||||||||||
| Share of loss of a joint venture | ( | ) | ( | ) | ( | ) | ||||||
| Loss on liquidation of joint venture | ( | ) | ||||||||||
| Fair value change of warrants liabilities | ( | ) | ||||||||||
| Fair value of embedded derivatives | ( | ) | ||||||||||
| Recapitalization expense | ( | ) | ||||||||||
| Foreign exchange loss, net | ( | ) | ( | ) | ( | ) | ||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||
Revenue by market
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| KSA | ||||||||||||
| UAE | ||||||||||||
| Egypt | ||||||||||||
| Qatar | ||||||||||||
| Kuwait | ||||||||||||
| Lebanon | ||||||||||||
| Jordan | ||||||||||||
| Others* | ||||||||||||
Subscription revenue is attributed to a country based on where the membership originates. Advertising 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.
| * |
For a total amount of USD
F-27
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 COST OF REVENUE
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Content acquisition and royalty costs | ||||||||||||
| Payment processing and agency fees | ||||||||||||
| Amortization of intangible assets (note 16) | ||||||||||||
| Technology infrastructure costs | ||||||||||||
| Barter transaction cost | ||||||||||||
| Live events cost | ||||||||||||
| Branded content | ||||||||||||
| Online and other costs | ||||||||||||
7 SELLING AND MARKETING EXPENSES
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Marketing and branding expenses | ||||||||||||
| Advertising expenses | ||||||||||||
8 GENERAL AND ADMINISTRATIVE EXPENSES
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Salaries and other related benefits | ||||||||||||
| Insurance expense | ||||||||||||
| Rent and related charges (note 22) | ||||||||||||
| Provision for employee’s end of service benefit (note 24) | ||||||||||||
| Depreciation of property and equipment (note 15) | ||||||||||||
| Provision for expected credit losses (note 17) | ||||||||||||
| License fees | ||||||||||||
| Other expenses | ||||||||||||
| Travel expenses | ||||||||||||
| Amortization of intangible assets (note 16) | ||||||||||||
| Depreciation of rights-of-use assets (note 22) | ||||||||||||
| Utilities | ||||||||||||
| Write-off receivables | ||||||||||||
| Settlement fees* | ||||||||||||
| Employees’ share-based compensation (note 21) | ||||||||||||
| * |
F-28
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9 FINANCE COSTS
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Interest on convertible loans (note 28) | ||||||||||||
| Bank interest and other charges | ||||||||||||
| Interest on lease liabilities (note 22) | ||||||||||||
| Interest on working capital loans | ||||||||||||
10 FINANCE INCOME
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Interest earned on bank deposits | ||||||||||||
11 OTHER INCOME
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Write off of payables and other provisions (1) | ||||||||||||
| Reversal of provisions of shared-based payment reserves (note 21) (2) | ||||||||||||
| Other non-operating income | ||||||||||||
| (1) |
| (2) |
12 CONSULTANCY AND PROFESSIONAL FEES
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Audit fees | ||||||||||||
| Legal fees | ||||||||||||
| Consultancy fees | ||||||||||||
F-29
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 GOVERNMENT GRANTS
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| At 1 January | ||||||||
| Received during the year | ( | ) | ( | ) | ||||
| Amount recognized in the statement of profit or loss | ||||||||
| At 31 December | ||||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Current assets | ||||||||
| Non-current liabilities | ( | ) | ||||||
| Current liabilities | ( | ) | ( | ) | ||||
The Group entered into an agreement with Abu Dhabi Investment Office (ADIO) a government entity established in Abu Dhabi on December 23, 2020 in order for the former to move its regional and global headquarters to Abu Dhabi including R&D center where a subsidiary has been incorporated and registered in the Abu Dhabi Global Market, and to create a skilled-employment opportunities and ensure a positive social and economic impact on the Emirate of Abu Dhabi. ADIO will make available the financial incentives to the Group as part of the agreement. The terms of the Incentive program are effective through 30 June 2025.
Government grants have been received for the payment of salaries and salaries related expenses, rent expenses and purchases of certain items of property and equipment.
There are no unfulfilled conditions or contingencies attached to these grants.
As of December
31, 2024 and December 31, 2023 the Group had a Accrued Government grants of USD
14 INCOME TAX
The major components of income tax expense for the years ended December 31, 2024, 2023 and 2022 are:
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Consolidated statement of comprehensive income | ||||||||||||
| Current income tax: | ||||||||||||
| Current income tax charge | ||||||||||||
| Withholding taxes: | ||||||||||||
| Withholding taxes | ||||||||||||
| Income tax expense reported in the consolidated statement of comprehensive income | ||||||||||||
F-30
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14 INCOME TAX (continued)
Deferred tax assets / (liabilities) relates to the following:
| Consolidated statement of financial position | Consolidated statement of comprehensive income | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| Provisions | ||||||||||||||||
| Accelerated depreciation for tax purposes | ||||||||||||||||
| Losses available for offsetting against future taxable income | ||||||||||||||||
| Deferred tax expense / (benefit) | ||||||||||||||||
| Deferred tax assets | ||||||||||||||||
The Group’s exposure to taxes stems from:
| (1) | Anghami KSA: established in the Kingdom of Saudi Arabia and
is subject to |
| (2) | Anghami for Digital Content (ADC): established in Egypt and
is subject to |
| (3) | Digi Music SAL (Offshore): established in Lebanon and is
subject to |
In 2024, there is no deferred tax assets not recognised.
The majority of withholding tax (WHT) incurred on distributions from foreign jurisdiction are comprised of distributions made from subsidiary entities (mainly Anghami KSA and ADC) to the Group. In addition, WHT include taxes paid by the Group for income generated from Telco partners. These Telco partners operate in countries where the Group does not have an operating entity and has service agreements with Telco companies. The tax on services performed by non-resident Group is deducted from the Group’s payments received from the Telco partners based on WHT rates for the respective countries which are established as part of the existing WHT regimes for each country.
On 9 December 2022, the UAE Ministry of Finance released the Federal Decree Law No. 47 of 2022 on the Taxation of Corporations and Businesses (the Law) to enact a Federal Corporate Tax (CT) regime in the UAE. The CT regime will become effective for accounting periods beginning on or after 1 June 2023.
The Cabinet of Ministers Decision No. 116 / 2022
effective from 2023, specifies the threshold of income over which the
The Group has assessed the deferred tax implications for the year ended December 31, 2024 and, after considering its interpretations of applicable tax law, official pronouncements, cabinet decisions and ministerial decisions (especially with regard to transition rules), it has been concluded that there is no impact for the year.
F-31
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 PROPERTY AND EQUIPMENT
The movement of property and equipment during the year is as follows:
| General installations | Office and computer equipment | Furniture & fixtures | Total | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| 2023 | ||||||||||||||||
| Cost | ||||||||||||||||
| At January 1, 2023 | ||||||||||||||||
| Additions | ||||||||||||||||
| At December 31, 2023 | ||||||||||||||||
| Depreciation | ||||||||||||||||
| At January 1, 2023 | ||||||||||||||||
| Charge for the year (note 8) | ||||||||||||||||
| At December 31, 2023 | ||||||||||||||||
| Net carrying amount | ||||||||||||||||
| At December 31, 2023 | ||||||||||||||||
| 2024 | ||||||||||||||||
| Cost | ||||||||||||||||
| At January 1, 2024 | ||||||||||||||||
| Additions | - | - | ||||||||||||||
| At December 31, 2024 | ||||||||||||||||
| Depreciation | ||||||||||||||||
| At January 1, 2024 | ||||||||||||||||
| Charge for the year (note 8) | ||||||||||||||||
| At December 31, 2024 | ||||||||||||||||
| Net carrying amount | ||||||||||||||||
| At December 31, 2024 | ||||||||||||||||
F-32
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16 INTANGIBLE ASSETS
The movement of intangible assets during the year is as follows:
| Brand | Subscribers Relationship | Application development | Originals and Sessions | Other intangibles | Work in progress | Total | ||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||
| At January 1, 2023 | ||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Additions – Asset Acquisition (note 1) | ||||||||||||||||||||||||||||
| Additions – internally developed | ||||||||||||||||||||||||||||
| Transfers | ( | ) | ||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Amortization: | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Charge for the period | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Net carrying amount: | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| * |
F-33
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16 INTANGIBLE ASSETS (continued)
Based on the new contract, a total amount of
USD
Work in progress represents costs incurred in relation to internally produced originals and sessions as well as exclusive video content which are not yet released as well as software being developed by a third party.
The expense related to research and development
for a total of USD
During 2024, Anghami acquired the identifiable
net assets of OSN+ activities at the respective fair values from OSN Streaming. The identification and the fair value of the assets has
been set at USD
Amortization charged is allocated as follows:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Selling and marketing expenses | ||||||||
| Cost of revenue (note 6) | ||||||||
| General and administrative expenses (note 8) | ||||||||
F-34
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17 TRADE AND OTHER RECEIVABLES
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Advances paid for content and service providers | ||||||||
| Prepayments | ||||||||
| Other financial assets (1) | ||||||||
| Allowance for estimated credit losses | ( | ) | ( | ) | ||||
| (1) |
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 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. This credit analysis performed by the Group resulted in an increase in the ECL provision expense of USD
The movement of allowance for estimated credit losses during the year is as follows:
| Amount | ||||
| USD | ||||
| As at January 1, 2023 | ||||
| Reversal of expected credit loss provision | ( | ) | ||
| At December 31, 2023 | ||||
| Provision for expected credit losses expense (note 8) | ||||
| As at December 31, 2024 | ||||
At December 31, 2024 and 2023, the ageing analysis of unimpaired trade receivables is as follows:
| Neither past due nor | Past due but not impaired | |||||||||||||||||||||||
| Total | impaired | 30-60 days | 60-90 days | 90-120 days | >120 days | |||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||
| 2024 | ||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||
F-35
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18 INVESTMENT IN A JOINT VENTURE
The Group holds
The Group’s interest in Vibe Music Arabia
FZ-LLC is accounted for using the equity method in the consolidated financial statements.
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Opening balance at 1 January | ||||||||
| Group’s share of the joint venture’s loss for the year: | ||||||||
| Loss for the year | ( | ) | ( | ) | ||||
| Cash Received upon liquidation | ( | ) | ||||||
| Loss recognized upon liquidation* | ( | ) | ||||||
| Investment at 31 December | ||||||||
Summarized statement of financial position of Vibe Music Arabia-LLC:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Non-current assets | ||||||||
| Current assets | ||||||||
| Non-current liabilities | ( | ) | ||||||
| Current Liabilities | ( | ) | ||||||
Summarized statement of profit or loss of Vibe Music Arabia FZ-LLC:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ||||||
| Other (expenses) / income | ( | ) | ||||||
| Finance cost | ( | ) | ||||||
| Net foreign exchange differences | ( | ) | ||||||
| Total comprehensive loss for the year | ( | ) | ( | ) | ||||
| Group’s share of loss for the year (50%) | ( | ) | ( | ) | ||||
| * |
The joint venture did not constitute a separate major line of business or geographical area of operations. As such, the liquidation does not meet the criteria for classification as discontinued operations in accordance with IFRS 5.
F-36
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19 CASH AND BANK BALANCES
Cash and cash equivalents reflected in the consolidated statement of cash flows comprise the following statement of financial position amounts:
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Bank balances | ||||||||||||
| Cash on hand | ||||||||||||
| Less: bank overdrafts | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents | ||||||||||||
Bank overdrafts carry an interest rate between
20 ISSUED CAPITAL AND RESERVES
On February 3, 2022 (“The Closing Date”) The Group consummated the Business Combination with Vistas Media Acquisition Group (“VMAC” or the “SPAC”), where VMAC merged through multiple transactions with a wholly-owned subsidiary of Anghami Inc.
As a result of the reverse recapitalization and
consummation of the Business Combination, Anghami Inc. authorized the issuance of
Pursuant to the terms of the business combination
agreement, at the closing date, among other things, each shareholder of Anghami’s outstanding common shares class A, common shares
Class B and common Shares Class C all received approximately
In addition, pursuant to the terms of the business combination agreement, at the closing date, each outstanding Vista Media Acquisition Warrant were automatically assumed and converted into a new Warrant to acquire new Anghami’s Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Vista Media Acquisitions Warrants.
On February 3, 2022, the Group converted
into equity by issuance of
On February 3, 2022, the Group converted
into equity by issuance of
Following the closing of the Business Combination,
the Group had
After the completion of the Business combination,
On October 10, 2023, the Group issued
On October 25, 2023, The Group issued
F-37
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20 ISSUED CAPITAL AND RESERVES (continued)
On November 10 and November 20, 2023, The Group
issued
On November 29, 2023, the Group issued
On April 1, 2024, Anghami Inc. has entered into
an asset acquisition transaction with OSN Streaming resulting in the issuance of
On May 2, 2024, The Group issued
| As of December 31, 2024 | ||||||||
| Number of authorized shares | Number of share outstanding | |||||||
| Ordinary shares | ||||||||
| Preference shares | ||||||||
| As of December 31, 2023 | ||||||||
| Number of authorized shares | Number of share outstanding | |||||||
| Ordinary shares | ||||||||
| Preference shares | ||||||||
The movement of ordinary shares and share premium during the year is as follows:
| Number of Shares | Share Capital | Share premium | ||||||||||
| USD | USD | |||||||||||
| Opening balance as of January 1, 2023 | ||||||||||||
| Share based payment for service providers | ||||||||||||
| Employees’ long term incentive plan issued | ||||||||||||
| Shares issued to Board of Directors | ||||||||||||
| Conversion of convertible notes and working capital loans into common stock | ||||||||||||
| Ending ordinary shares as of December 31, 2023 | ||||||||||||
| Issuance of shares upon acquisition of assets | ||||||||||||
| Employees’ long term incentive plan issued | ||||||||||||
| Ending ordinary shares as of December 31, 2024 | ||||||||||||
The share-based payments reserve is used to recognize the value of equity-settled share-based payments provided to employees (including key management personnel, as part of their remuneration) and service provider. Refer to Note 21 for further details of these plans.
F-38
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21 SHARE-BASED PAYMENTS
The Group established the Anghami Long term Incentive
Plan (“LTIP”) which is designed to provide long-term incentives for key employees in the Group. While there was a mutual understanding
with the employees regarding the terms of the award, its formal approval was pending. However, employees have rendered services to the
Group based on mutual understanding, and this counts towards employees meeting their service conditions. The Board of Directors adopted
a draft version of the Anghami LTIP and a draft version of the sample award agreement for granting of options to employees as identified
by the Management, up to
Under the LTIP, the Group, at its discretion, may grant shares of the Parent to employees, once the employee has completed two years or four years of service, depending upon the plan. Vesting of the share options is dependent on the completion of the service period of the employee. The fair value of shares granted is estimated at the date of grant using a revenue multiple approach or by reference to a market transaction and considering the terms and conditions on which the shares were granted. The model simulates the revenue multiple and compares it against the group of principal competitors or comparable companies, whilst applying an appropriate liquidity discount and volatility rate. It takes into account the historical and expected probability of vesting. The current LTIP program is a graded vesting shares ownership program with the following maturities:
| 1. | ||
| 2. |
LTIPs are Class C non-voting preferred shares and are vested only when the employee completes the vesting period. Employees can only sell the vested shares to the Group or existing shareholders. The latter’s buying of GESP shares requires board approval.
The shares are distributed evenly through tranches over the vesting period. The remaining three tranches are distributed at the end of each service year starting the end of the second year of service. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or receive any guaranteed benefits.
Prior to the business combination employees have
been vesting their distributed shares at Anghami (the predecessor consolidation entity) over a period of
The movement of share-based payment reserves during the year is as follows:
| Amount | ||||
| USD | ||||
| As at January 1, 2023 | ||||
| Share options exercised during the year | ( | ) | ||
| Reversal of prior provisions | ( | ) | ||
| Share-based payments expense during the year (note 8) | ||||
| At December 31, 2023 | ||||
| Share options exercised during the year | ( | ) | ||
| Reversal of prior provisions | ( | ) | ||
| As at December 31, 2024 | ||||
F-39
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21 SHARE-BASED PAYMENTS (continued)
Share options outstanding at the end of each year are the follows:
| 2024 | 2023 | |||||||
| Shares options | Shares options | |||||||
| Opening balance as of January 1, | ||||||||
| Granted during the year | ||||||||
| Exercised during the year | ( | ) | ( | ) | ||||
| Ending shares option as of December 31, | ||||||||
The options
are fair valued using Monte Carlo simulation.
| 2024 | 2023 | |||||||
| Expected weighted average volatility (%) | % | % | ||||||
| Probability of no default | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
During 2024,
the value of the Group’s provisions have dropped significantly due to the share price drop of Anghami Inc. resulting in a reversal
of the provisions taken amounting to USD
22 LEASES
The Group has lease contracts for various office
spaces used in its operations. Leases of such office spaces generally have lease terms between
There are several lease contracts that include extension and termination options and variable lease payments.
Set out below are the carrying amounts of right-of-use assets recognized and the movements during the year:
| USD | ||||
| At January 1, 2023 | ||||
| Depreciation expense (note 8) | ( | ) | ||
| At December 31, 2023 | ||||
| Additions during the year | ||||
| Depreciation expense (note 8) | ( | ) | ||
| At December 31, 2024 | ||||
F-40
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22 LEASES (continued)
Set out below are the carrying amounts of lease liabilities and the movements during the period:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| As at January 1 | ||||||||
| Additions during the year | ||||||||
| Accretion of interest (note 9) | ||||||||
| Payments | ( | ) | ( | ) | ||||
| As at December 31 | ||||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Current | ||||||||
| Non-current | ||||||||
The maturity analysis of lease liabilities is disclosed in Note 30
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| Depreciation expense of right-of-use assets (note 8) | ||||||||||||
| Interest expense on lease liabilities (note 9) | ||||||||||||
| Expenses relating to short-term lease (note 8) | ||||||||||||
| Total amount recognized in profit or loss | ||||||||||||
There are no potential future rental payments, on account of extension options expected not to be exercised and termination option expected to be exercised, relating to periods following the exercise date of extension and termination options that are not included in the lease term.
23 BUSINESS COMBINATION AND GOODWILL
On 3 June 2022, the Group acquired
| ● | USD | |
| ● | USD |
At December 31,2024, the share payment mentioned above was still due for issuance.
During 2024, the acquired business
contributed a net loss of USD
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 of USD
F-41
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24 PROVISION FOR EMPLOYEES’ END OF SERVICE BENEFITS
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Provision as at January 1 | ||||||||
| Provided during the year (note 8) | ||||||||
| Paid during the year | ( | ) | ( | ) | ||||
25 TRADE AND OTHER PAYABLES
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Trade payables (content and service providers) | ||||||||
| Accrued content acquisition and royalty costs | ||||||||
| Other payables | ||||||||
| Other accrued expenses | ||||||||
| Taxes payable | ||||||||
| Social security and taxes payable | ||||||||
| Deferred purchase price | ||||||||
26 AMOUNT DUE FROM / TO RELATED PARTIES AND SHAREHOLDERS
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.
Gulf DTH FZ LLC and Anghami are related parties under common control of Panther Media Group Limited, which indirectly owns both Gulf DTH LDC and Anghami Holding Company Limited. Accordingly, transactions between the two are considered related party transactions which conducted on an arm’s length basis.
26.1 Related party balances
Due from related parties:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| (a) Affiliated companies: | ||||||||
| Du – UAE | ||||||||
| Mobily – KSA | ||||||||
| (b) Due from related parties | ||||||||
| Maher Khawkhaji (Former general manager of Spotlight Recreational Services LLC) | ||||||||
| Gulf DTH FZ LLC | ||||||||
F-42
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26 AMOUNT DUE FROM / TO RELATED PARTIES AND SHAREHOLDERS (continued)
26.1 Related party balances (continued)
Due to shareholders and related parties:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| (a) Due to shareholders | ||||||||
| Edgard Maroun | ||||||||
| Elias Habib | ||||||||
| (b) Due to related parties | ||||||||
| Gulf DTH FZ LLC | ||||||||
The above balances are interest free and have no fixed repayment terms.
(c) Convertible notes: Convertible notes from OSN Streaming Ltd. is disclosed in note 28 to the consolidated financial statements.
26.2 Related party transactions
Significant transactions with related parties included in the consolidated statement of comprehensive income are as follows:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Share Based payment to service provider | ( | ) | ||||||
| Advertising expenses | ( | ) | ||||||
| Shares issued to Board of Directors | ( | ) | ||||||
| Interest on convertible loans (note 28) | ( | ) | ( | ) | ||||
Content recharge from Gulf DTH FZ LLC (cost of revenue) | ( | ) | ||||||
| Marketing recharge from Gulf DTH FZ LLC (selling and marketing expenses) | ( | ) | ||||||
| Shared resources recharge from Gulf DTH FZ LLC (general and administrative expenses) | ( | ) | ||||||
Revenues recharges to Gulf DTH FZ LLC (revenue) | ||||||||
Shared resources Recharge from Gulf DTH FZ LLC (general and administrative expenses) | ||||||||
| Revenues from Du and Mobily | ||||||||
| Fees paid to Du and Mobily (cost of revenue) | ( | ) | ( | ) | ||||
Du and Mobily utilize their network to facilitate subscription payments for the Group’s users.
Transactions with Gulf DTH FZ LLC encompass content, IT, and marketing recharges, in addition to shared resources and rent fees, which are recharged by Gulf to Anghami. These transactions also involve intercompany revenues.
26.3
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Short term employee benefits | ||||||||
| Post-employment pension and medical benefits | ||||||||
| Termination benefits | ||||||||
| Share-based payment transactions | ||||||||
| Total compensation of key management personnel of the Group | ||||||||
F-43
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27 WARRANTS LIABILITIES
Prior to the Transaction, the SPAC issued
Upon closing of the Transaction, the Group assumed
the Public Warrants and Private Warrants of the SPAC. Each whole warrant entitles the holder to purchase one share of the Company’s
Class A ordinary shares at a price of USD
During the year 2022,
OSN Streaming entered into a warrant purchase
agreement dated April 1, 2024 where OSN Streaming has purchased an aggregate of
The warrants are initially recognised at fair value, and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognised in profit or loss until the warrants are exercised, redeemed, or expire. The public warrants are listed on NASDAQ under the symbol “ANGHW”.
The outstanding warrants as of December 31, 2024 are as follows:
| Public | Private placement | Representative | Service | |||||||||||||
| Opening balance as of January 1, 2024 | ||||||||||||||||
| Movement during asset acquisition | ||||||||||||||||
| Exercised during the year | ||||||||||||||||
| Ending balance as of December 31, 2024 | ||||||||||||||||
Public Warrants
Each warrant entitles the registered holder to
purchase one ordinary share at a price of USD
The warrants will expire five years after the completion of the Business Combination, which will be February 3, 2027 (or such later date as we may determine pursuant to the terms of the warrant agreement), or earlier upon redemption or liquidation.
Private Placement Warrants and Private Placement Unit Warrants
The private placement warrants and private placement unit warrants have the same terms & conditions as the public warrants, except that the private placement warrants and the private placement unit warrants and the ordinary shares issuable upon exercise of such warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants and private placement unit warrants are non-redeemable so as long as they are held by the Sponsor, I-Bankers or their permitted transferees. If the private placement warrants and private placement unit warrants are held by someone other than the Sponsor, I-Bankers or their permitted transferees, the private placement warrants and private placement unit warrants will be redeemable by the Group and exercisable by such holders on the same basis as the public warrants.
On March 7, 2022, Anghami Inc. issued
F-44
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27 WARRANTS LIABILITIES (continued)
Representative Warrants
On August 11, 2020, VMAC issued an aggregate
of
On February 8, 2022, Anghami Inc. issued
Service Warrants
The service warrants are identical in terms to the public warrants and form part of the same class as, the public warrants.
As at 31 December 2024, The carrying value of the warrants is as follows:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| At January 1 | ||||||||
| Recognized pursuant to the asset acquisition transaction | ||||||||
| Change in fair value during the year | ( | ) | ||||||
| At December 31 | ||||||||
The warrants are fair valued using Black-Scholes
model.
| 2024 | 2023 | |||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
F-45
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28 CONVERTIBLE NOTES
Convertible note 1
During the year 2020, the Group signed a convertible
note agreement with MEVP for funds amounting to USD
Upon the consummation of the business combination,
the convertible notes of USD
Convertible note 2
During the year 2020, the Group signed a convertible
note agreement and an ancillary conversion undertaking agreement with Alkonost Investment Ltd. for funds amounting to USD
The Convertible note 2 agreements included certain affirmative covenants, including the delivery of audited consolidated financial statements to the holders.
Upon the consummation of the business combination,
the convertible notes of USD
Convertible note 3
The Group has entered into a convertible loan
on December 5, 2021, and an ancillary conversion undertaking agreement with Shuaa amounting to USD
Upon the consummation of the business combination,
the loan was deducted from the proceeds that resulted from the business combination as well as the transaction cost of USD
Convertible note 4
On August 21, 2023, the Group sold and issued
to Saudi Research & Media Group (“SRMG”) a senior unsecured convertible note in the principal amount of USD
F-46
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28 CONVERTIBLE NOTES (continued)
Convertible note 5
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:
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| At January 1 | ||||||||
| Additions – convertible notes | ||||||||
| Interest and transaction costs (note 9) | ||||||||
| Conversion of convertible notes during the year | ( | ) | ||||||
| Repayment of convertible notes during the year | ( | ) | ||||||
| At December 31 | ||||||||
Management has assessed the terms of the Convertible Note 5 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 profit or loss.
F-47
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 CONTINGENCIES AND COMMITEMENTS
29.1 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.
29.2 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 December 31:
| 2024 | 2023 | |||||||
| 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 December 31.
F-48
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The Group’s principal financial liabilities comprise loans and borrowings, lease liabilities, due to related parties, bank overdrafts and trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include trade and other receivables, contract assets, due from related parties and cash and cash equivalents that derive directly from its operations.
The main risks arising from the Group’s financial instruments are market risk, liquidity risk and credit risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. The sensitivity analyses in the following sections relate to the position as at December 31, 2024 and 2023.
Interest rate risk
The Group is not exposed to any significant interest rate risk, all convertible notes have fixed interest rates.
Credit risk
The Group seeks to limit its credit risk with respect of customers by setting credit limits and monitoring outstanding receivables and maintaining positive cash flows.
With respect to credit risk arising from other financial assets of the Group, which comprise of bank balances and trade receivables, the Group’s exposure to credit risk arises from default of the counterparty, with the maximum exposure equal to the carrying amount of these instruments. The Group seeks to limit its credit risk to banks by only dealing with reputable banks and financial institutions.
Foreign currency risk
Foreign currency risk comprises of transaction and statement of financial position risk. Transaction risk relates to the Group’s cash flow being adversely affected by a change in the exchange rates of foreign currencies against US Dollars. The consolidated statement of financial position risk relates to the risk of the Group’s monetary assets and liabilities in foreign currencies acquiring a lower or higher value, when translated into US Dollars, as a result of currency movements.
The Group is exposed to foreign currency fluctuations on its transactions in foreign currencies, mainly in Egyptian and Lebanese Pounds. As the UAE Dirham and Saudi Riyal are pegged to the US Dollar, balances in these currencies are not considered to represent significant currency risk. The Group’s principle foreign currency risk arises from Egyptian and Lebanese Pounds denominated transactions.
The table below indicates the Group’s foreign currency exposure at December 31 as a result of its monetary assets and liabilities denominated in Egyptian Pounds. The analysis calculates the effect of a reasonable possible movement of the US Dollars rate against Egyptian with all other variables held constant on the consolidated statement of comprehensive income.
Sensitivity analysis
A
| Increase / decrease in USD rate to the | Effect on loss before tax | |||||||
| Egyptian Pound | USD | |||||||
| 2024 | ||||||||
| 2023 | ||||||||
F-49
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (continued)
Foreign currency risk (continued)
As for the Transactions denominated in Lebanese Pounds the Central Bank of Lebanon issued Basic Circular 157 setting the framework of exceptional measures for foreign-currency operations. Hence, banks operating in Lebanon must process customers’ FX operations (buy and sell) related to their personal or commercial needs on the electronic platform “Sayrafa”.
Transactions with customers encompass purchase
and sale of foreign currencies banknotes against LBP, as well as operations from / to foreign currencies external accounts against LBP.
The Sayrafa corresponds to a floating system and the Sayrafa average rate and volume of foreign currency operations are published on the
website of the Central Bank of Lebanon.
| 2024 | ||||||||
Rate as at December 31 | Average rate for the period from January 1 to December 31 | |||||||
| LBP | LBP | |||||||
| US Dollar | ||||||||
The Sayrafa platform is not available for the purchase and sale of and “local” foreign currency bank accounts which are subject to unofficial capital controls.
The Sayrafa rates were introduced in Lebanon to suppress the black-market rates. Sayrafa platform was initially created in September 2021 for supporting corporate clients to pay for international shipments, expatriates’ salaries and tuition fees for Lebanese students studying abroad. The volume of transactions on the Sayrafa platform did not pick up until the end of December 2021, when Banque du Liban (‘started selling fresh dollars on the platform to the public. On December 16, 2021, the Banque du Liban (‘issued Basic Circular No 161 allowing the public to withdraw cash amounts from their LBP accounts at the Sayrafa rate within their cash withdrawal limit.
F-50
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (continued)
Liquidity risk
The Group limits its liquidity risk primarily from the funds generated from operations to settle supplier dues and provide the Group with sufficient funds to enable it to meet its financial obligations as they fall due.
The table below summarises the maturities of the Group’s undiscounted financial liabilities, based on contractual payment dates.
| On demand | Less than 3 months | 3 months to 1 year | 1 to 5 years | Total | ||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Bank overdrafts | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||
| Bank overdrafts | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
F-51
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 EARNINGS / (LOSS) PER SHARE (EPS)
Basic loss per share is computed using the weighted-average number of outstanding shares during the period. Diluted loss per share is computed using the treasury stock method to the extent that the effect is dilutive by using the weighted-average number of outstanding shares and potential shares during the period. The Group’s potential shares consist of incremental shares issuable upon (1) the assumed exercise of warrants, (2) the assumed vesting of unvested shares under GESP program, and (3) conversion of the outstanding convertible notes, excluding all anti-dilutive shares outstanding during the period. The Group used the if-converted method to calculate the dilutive impact for the above convertible instruments and adjusted the numerator for changes in profit or loss.
The following table reflects the loss and share data used in the basic and diluted loss per share calculations:
| 2024 | 2023 | 2022 | ||||||||||
| USD | USD | USD | ||||||||||
| (recast) | ||||||||||||
| 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 | ( | ) | ( | ) | ( | ) | ||||||
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these consolidated financial statements.
Since the Group was in a loss position for the years ended 31 December 2024, 2023 and 2022, basic net loss per share was the same as diluted net loss per share for the years presented. The potentially dilutive vested employee stock options (Note 21) and Convertible note (note 28) ( were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the years presented, and the issuance of such shares is contingent upon the satisfaction of certain conditions which were not yet satisfied by 31 December 2024, 2023 and 2022.
F-52
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
32 REVERSE CAPITALIZATION
On February 3, 2022, we consummated the previously announced business combination (the “Business Combination”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated March 3, 2021, by and among the Group, Vistas Media Acquisition Group Inc. (“VMAC” or the “SPAC”) , Anghami, an exempted Group incorporated under the laws of the Cayman Islands (“Anghami”), Anghami Vista 1, a Cayman Islands exempted Group and wholly-owned subsidiary of the Group (“Vistas Merger Sub”), and Anghami Vista 2, a Cayman Islands exempted Group and wholly-owned subsidiary of the Group (“Anghami Merger Sub”).
Pursuant to the Business Combination Agreement, each of the following transactions (among others) occurred at the closing of the Business Combination:
| - | VMAC and Vistas Merger Sub consummated the merger of Vistas Merger Sub with and into VMAC, with VMAC being the surviving Group and continuing as a wholly-owned subsidiary of the Group known as Anghami (DE), Inc. (the “Vistas Merger”), Anghami and Anghami Merger Sub consummated the merger of Anghami Merger Sub with and into Anghami, with Anghami being the surviving Group and continuing as a wholly-owned subsidiary of Anghami Inc.; |
| - | Each outstanding share of VMAC’s Class A Common Stock,
including the PIPE shares, the Share Based Payment shares, the Extension Payment shares, and Class B common stock, par value USD |
| - | each issued and outstanding VMAC warrant to purchase VMAC Class A Common Stock ceased to represent a right to acquire shares of VMAC Class A Common Stock and was converted into the right to acquire the same number of ordinary shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination; and |
| - | All |
In connection and immediately prior to the consummation
of the Business Combination, VMAC sold
Also, VMAC issued
The net proceeds received from business combination is as follows:
| 2022 | ||||
| USD | ||||
| Cash from reverse recapitalization from IPO Trust | ||||
| Shares redeemed from the IPO Trust | ( | ) | ||
| Proceeds from reverse recapitalization | ||||
| Cash from reverse recapitalization from PIPE Trust – net | ||||
| Reverse recapitalization transaction costs | ( | ) | ||
F-53
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
32 REVERSE CAPITALIZATION (continued)
The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:
| VMAC’s Public Shareholders, outstanding prior to the business combination | ||||
| Less redemption of VMAC’s public shares | ( | ) | ||
| Net VMAC’s Public Shareholders | ||||
| VMAC’s Initial Shareholders | ||||
| Shares issued to PIPE | ||||
| Share Based Payments (including | ||||
| Sponsor, PIPE and Transaction Cost Shares issued | ||||
| Anghami initial Shareholders | ||||
| Total shares outstanding immediately after the Business Combination | ||||
| Shares issued against exercise of warrants during 2022 | ||||
| Total shares outstanding as of December 31, 2022 |
The exchange of Anghami’s shares for Anghami Inc.’s shares will be accounted for as a transaction under common control in accordance with IFRS. The exchange of VMAC’s shares for Anghami Inc.’s shares will be accounted for as a “reverse acquisition” in accordance with IFRS. Under this method of accounting, VMAC will be treated as the “acquired” Group for financial reporting purposes.
This determination was based on the guidance provided in IFRS 3 (Business Combinations) and IFRS 10 (Consolidated Financial Statements) and was primarily based on the assumptions that Anghami’s operations will substantially comprise the ongoing operations of the Combined Group, Anghami’s designees are expected to comprise a majority of the governing body of the Combined Group, Anghami’s senior management will comprise the senior management of the Combined Group, and Anghami’s existing shareholders will be the largest group of shareholders of the Combined Group following the consummation of the Business Combination.
Accordingly, for accounting purposes, the exchange of VMAC’s shares for Anghami Inc. shares will be treated as the equivalent of Anghami Inc. issuing shares for the net assets of VMAC, accompanied by a recapitalization. It has been determined that VMAC is not a business under IFRS, hence the transaction is accounted for within the scope of IFRS 2 (“share-based payment”).
In accordance with IFRS 2, the difference in the fair value of Anghami Inc.’s equity instruments deemed issued to VMAC shareholders over the fair value of identifiable net assets of VMAC represents a service for listing and is accounted for as a share-based payment which is expensed as incurred. The net assets of the Combined Group will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the exchange of VMAC’s shares for Anghami Inc.’s shares will be deemed to be those of Anghami Inc., the summary of which is as follows:
Fair value of net assets of VMAC comprising:
| USD | ||||
| Cash and cash equivalents | ||||
| Trade Payables | ( | ) | ||
| Warrants Liabilities | ( | ) | ||
| Less: Fair value of consideration comprising: | ||||
| Share listing expenses recognised in profit or loss | ||||
F-54
ANGHAMI INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
33 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 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.
34 SUBSEQUENT EVENTS
Anghami Inc. announced that it has received approval from The Nasdaq Stock Market LLC to transfer the listing of its securities from the Nasdaq Global Market to the Nasdaq Capital Market. The Company’s ordinary shares and publicly traded warrants will continue to trade under the symbols “ANGH” and “ANGHW”, respectively. The transfer of the Company’s listing to the Nasdaq Capital Market is not expected to affect the trading in the Company’s securities. This transfer took effect as of the opening of trading on February 21, 2025.
On February 8, 2025 the Group utilized an additional
USD
F-55
Exhibit 8.1
Subsidiaries of Anghami Inc.
The following list of subsidiaries of Anghami Inc. applies after completion of the Business Combination on February 3, 2022:
| Entity Name | Jurisdiction of Incorporation | |
| Anghami Inc. | Cayman Islands | |
| Anghami | Cayman Islands | |
| Anghami Technologies Ltd. | United Arab Emirates | |
| Anghami for Digital Content | Egypt | |
| Digimusic SAL Offshore | Lebanon | |
| Anghami FZ LLC | United Arab Emirates | |
| Anghami KSA Co. | Saudi Arabia | |
| Spotlight Recreational Services LLC | United Arab Emirates |
Exhibit 11.1
ANGHAMI INC.
Insider Trading Policy
Effective January 19, 2022
and amended on 22 April 2025
This Insider Trading Policy (this “Policy”) describes the standards of Anghami Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: (1) the first part prohibits trading in certain circumstances and applies to all directors, officers and employees of the Company and their Family Members and Controlled Entities (as defined in Part I, Section 1(c) and (d), respectively), and (2) the second part imposes special additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company, and (iii) the employees listed on Appendix A (as may be amended from time to time by the Compliance Officer (as defined in Part I, Section 3(c))) (collectively, “Covered Persons”).
One of the principal purposes of the United States’ federal securities laws is to prohibit so-called “insider trading.” The prohibition on insider trading applies to all companies, including a foreign private issuer such as the Company. Simply stated, insider trading occurs when a person uses material non-public information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company’s securities or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “non-public.” These terms are defined in this Policy under Part I, Section 3. The prohibitions would apply to any director, officer or employee who buys or sells securities on the basis of material non-public information that he or she obtained about the Company, its customers, its suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions.
PART I
| 1. | Applicability |
(a) Transactions Subject to this Policy. This Policy applies to all trading or other transactions in the Company’s securities, including common stock, warrants, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company.
(b) Persons Subject to this Policy. This Policy applies to all directors, officers, and employees of the Company, and to their respective Family Members and Controlled Entities (subject to the exception described in Section 1(d)), as described below. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information.
(c) Family Members and Others. This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in any Company security are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in any Company security (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in any Company security, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account.
(d) Transactions by Entities that You Influence or Control. This Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. Notwithstanding anything to the contrary, this Policy does not apply to securities transactions of Family Members or Controlled Entities where (i) the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members, (ii) such third party is neither in possession of material, non-public information nor has access to any such material, non-public information concerning the Company, and (iii) you are not deemed to be the beneficial owner (as defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of such securities.
- 1 -
(e) Individual Responsibility. Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and not to engage in transactions in the Company’s securities while in possession of material, non-public information. Each individual is responsible for making sure that he or she complies with this Policy, and that any Family Member or Controlled Entity whose transactions are subject to this Policy also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material, non-public information rests with that individual, and any action on the part of the Company, the Compliance Officer, or any other employee, officer or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.
| 2. | General Policy: No Trading or Causing Trading While in Possession of Material Non-Public Information |
(a) No director, officer or employee of the Company or any of their respective Family Members or Controlled Entities may purchase or sell, or offer to purchase or sell, any Company security, whether or not issued by the Company, while in possession of material non-public information about the Company. (The terms “material” and “non-public” are defined in Part I, Section 3(a) and (b).)
(b) No director, officer or employee of the Company or any of their respective Family Members or Controlled Entities who knows of any material non-public information about the Company may communicate that information to (“tip”) any other person, including Family Members and friends, or otherwise disclose such information without the Company’s authorization.
(c) No director, officer or employee of the Company or any of their respective Family Members or Controlled Entities may purchase or sell any security of any other company, whether or not issued by the Company, while in possession of material non-public information about that company that was obtained in the course of his or her involvement with the Company. No director, officer or employee of the Company or any of their respective Family Members or Controlled Entities who knows of any such material non-public information about any other Company may communicate that information to, or tip, any other person, including Family Members and friends, or otherwise disclose such information without the Company’s authorization.
(d) For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and non-public unless you first consult with, and obtain the advance approval of, the Compliance Officer.
(e) Covered Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Part II, Section 4.
| 3. | Definitions |
(a) Material. Insider trading restrictions come into play only if the information you possess is “material.” Materiality, however, involves a relatively low threshold. Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment or voting decision. If the disclosure of the information would be expected to alter significantly the total mix of information in the marketplace about the Company, it is material.
Information dealing with the following subjects is reasonably likely to be material:
| (i) | significant changes in the Company’s prospects; |
- 2 -
| (ii) | significant write-downs in assets or increases in reserves; |
| (iii) | developments regarding significant litigation or government agency investigations; |
| (iv) | liquidity problems; |
| (v) | changes in earnings estimates or unusual gains or losses in major operations; |
| (vi) | major changes in management; |
| (vii) | changes in dividends; |
| (viii) | extraordinary borrowings; |
| (ix) | major changes in accounting methods or policies; |
| (x) | award or loss of a significant contract; |
| (xi) | cybersecurity risks and incidents, including vulnerabilities and breaches; |
| (xii) | changes in debt ratings; |
| (xiii) | proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and |
| (xiv) | offerings of Company securities. |
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger or acquisition or a securities offering, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular non-public information is material, you should presume it is material. If you are unsure whether information is material, you should consult the Compliance Officer before making any decision to disclose such information or to trade in or recommend securities to which that information relates.
(b) Non-Public. Insider trading prohibitions come into play only when you possess information that is material and “non-public.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public.
Non-public information may include:
| (i) | information available to a select group of analysts or brokers or institutional investors; |
| (ii) | undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and |
| (iii) | information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two trading days). |
- 3 -
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or assume that the information is non-public and treat it as confidential.
(c) Compliance Officer. The Company has appointed Lama Saad as the Compliance Officer for this Policy and in his or her absence, the Vice President Finance or another employee designated by the Compliance Officer shall be responsible for administration of this Policy. All determinations and interpretations by the Compliance Officer or any designee shall be final and not subject to further review. The duties of the Compliance Officer include, but are not limited to, the following:
| (i) | assisting with implementation and enforcement of this Policy; |
| (ii) | circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws; |
| (iii) | pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section 4; |
| (iv) | providing approval of any Rule 10b5-1 plans under Part II, Section 1(c) and any prohibited transactions under Part II, Section 5; and |
| (v) | providing a reporting system with an effective whistleblower protection mechanism. |
| 4. | Exceptions |
This trading restrictions imposed by this Policy do not apply in the case of the following transactions, except as specifically noted:
(a) Company Benefit Plan. This Policy does not apply to purchases of Company securities in a benefit plan managed by the Company resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election. This Policy does apply, however, to certain elections you may make under the Company’s benefit plan, including: (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) an election to borrow money against your benefit plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.
(b) Options. This Policy does not apply to the exercise of stock options granted under the Company’s incentive plans for cash or the delivery of previously owned Company stock unless the Compliance Officer has imposed restrictions on such exercises. It also does not apply to or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements in connection with the exercise of a stock option. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
(c) Warrants. This Policy does not apply to the exercise of warrants granted by the Company to purchase Company securities from the Company for cash unless the Compliance Officer has imposed restrictions on such exercises. This Policy does apply, however, to any other market sale for the purpose of generating the cash needed to pay the exercise price of a warrant.
- 4 -
| 5. | Violations of Insider Trading Laws |
Penalties for trading on or communicating material non-public information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
(a) Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material non-public information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.
In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material non-public information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.
The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of $1 million or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.
(b) Company-Imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to this Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above requirements takes place.
| 6. | Inquiries |
If you have any questions regarding any of the provisions of this Policy, please contact the Lama Saad, Legal Counsel, at +971-58-513-9611 or by email at lama@anghami.com.
PART II
| 1. | Blackout Periods |
All Covered Persons, as well as their Family Members and Controlled Entities, are prohibited from trading in the Company’s securities during blackout periods as defined below.
(a) Blackout Periods. Transactions in the Company’s securities is prohibited during the period beginning at the close of the market two weeks before the end of each fiscal quarter and ending at the close of business on the second trading day following the date the Company’s financial results are publicly disclosed through an earnings release (or, in the absence of an earnings release, on the date the Company files its Form 20-F or Form 6-K reporting the requisite information). During these periods, Covered Persons generally possess or are presumed to possess material non-public information about the Company’s financial results. The Company’s Compliance Officer may alter the commencement and ending of any scheduled blackout period.
(b) Other Blackout Periods. From time to time, other types of material non-public information regarding the Company (such as negotiation of mergers, acquisitions or dispositions or securities offerings) may be pending and not be publicly disclosed. While such material non-public information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.
- 5 -
(c) Exceptions. These trading restrictions do not apply to those transactions to which this Policy does not apply, as described under Part I, Section 4. These trading restrictions also do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 (an “Approved 10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that:
| (i) | has been reviewed and approved at least one month in advance of any trades thereunder by the Compliance Officer (or, if revised or amended, such revisions or amendments have been reviewed and approved by the Compliance Officer at least one month in advance of any subsequent trades); |
| (ii) | was entered into in good faith by the Covered Person at a time when the Covered Person was not in possession of material non-public information about the Company; |
| (iii) | gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material non-public information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions; and |
| (iv) | complies with Rule 10b5-1 of the Exchange Act. |
| 2. | Transactions Not Involving a Purchase or Sale |
Transactions in mutual funds that are invested in Company securities are not transactions subject to this Insider Trading Policy.
| 3. | Trading Window |
Covered Persons are permitted to trade in the Company’s securities when no blackout period is in effect. Generally, this means that Covered Persons can trade during the period beginning after the close of business on the second trading day following the date that the Company’s financial results are publicly disclosed through an earnings release (or, in the absence of an earnings release, on the date that the Company files its Form 20-F or Form 6-K) and ending at the close of the market two weeks before the end of the then-current fiscal quarter. However, even during this trading window, a Covered Person who is in possession of any material non-public information should not trade in the Company’s securities until the information has been made publicly available or is no longer material. In addition, the Company may close this trading window if a special blackout period under Part II, Section 1(b) above is imposed and will re-open the trading window once the special blackout period has ended.
| 4. | Pre-Clearance of Securities Transactions |
(a) Because Covered Persons are likely to obtain material non-public information on a regular basis, the Company requires all such persons to refrain from trading, even during a trading window under Part II, Section 3 above, without first pre-clearing all transactions in the Company’s securities with the Compliance Officer.
(b) Subject to the exemption in subsection (d) below, no Covered Person may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Compliance Officer. These procedures also apply to transactions by such Covered Person’s Family Members and Controlled Entities.
(c) The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.
(d) Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the Covered Person should be instructed to send duplicate confirmations of all such transactions to the Compliance Officer.
- 6 -
| 5. | Prohibited Transactions |
(a) Covered Persons, including any Covered Person’s Family Members and Controlled Entities, are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.
(b) Covered Persons, including any Covered Person’s Family Members and Controlled Entities, are prohibited from engaging in the following transactions in the Company’s securities unless advance approval is obtained from the Compliance Officer:
| (i) | Short-term trading. Covered Persons who purchase Company securities may not sell any Company securities of the same class for at least six months after the purchase (or vice versa); |
| (ii) | Short sales. Covered Persons may not sell the Company’s securities short; |
| (iii) | Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities; |
| (iv) | Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and |
| (v) | Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities. |
| 6. | Reporting of Violations |
Any employee, officer or director who violates this Policy or any foreign, federal or state laws governing insider trading or tipping, or knows of any such violation by any other employee, officer, director of the Company, or any of their respective Family Members or Controlled Entities, must report the violation immediately to the Compliance Officer, the Chief Financial Officer, or the Chief Executive Officer. Upon learning of any such violation, the Compliance Officer, the Chief Financial Officer or the Chief Executive Officer, in consultation with the Company’s outside legal counsel, will determine whether the Company should release any material non-public information, or whether the Company should report the violation to the SEC or other appropriate governmental authority.
| 7. | Acknowledgment and Certification |
All Covered Persons are required to sign the attached acknowledgment and certification.
| 8. | Inquiries |
Please direct all inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer.
- 7 -
ACKNOWLEDGMENT AND CERTIFICATION
The undersigned does hereby acknowledge receipt of the Company’s Insider Trading Policy. The undersigned has read and understands (or has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of non-public information.
| (Signature) | |
| (Please print name) |
Date:
APPENDIX A
| ● | All employees with the title of senior vice president or higher. |
| ● | All accounting and finance department employees with the title of vice president or higher. |
| ● | All investor relations department employees and any other employee that assists with the preparation of the Company’s earnings release. |
| ● | All legal department employees that assist with the preparation of the Company’s earnings release. |
| ● | All employees notified by the Compliance Officer. |
Exhibit 12.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Elias Habib, certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Anghami Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 30, 2025 | ||
| By: | /s/ Elias Habib | |
| Elias Habib | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 12.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Laura Herbin, certify that:
| 1. | I have reviewed this Annual Report on Form 20-F of Anghami Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 30, 2025 | ||
| By: | /s/ Laura Herbin | |
| Laura Herbin | ||
| Chief Financial Officer | ||
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Anghami Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elias Habib, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 30, 2025 | ||
| By: | /s/ Elias Habib | |
| Elias Habib | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Anghami Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rabih Khoury, Interim Vice President, Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 30, 2025 | ||
| By: | /s/ Laura Herbin | |
| Laura Herbin | ||
| Chief Financial Officer | ||