Exhibit 99.1
ANGHAMI INC.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
ANGHAMI INC.
Condensed interim consolidated statement of comprehensive loss
| For the
six-month period ended June 30 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Note | 2024 | 2023 | ||||||||
| USD | USD | |||||||||
| Revenue | 4 | |||||||||
| Cost of revenue | 6 | ( | ) | ( | ) | |||||
| Gross (loss)/ profit | ( | ) | ||||||||
| Selling and marketing expenses | 7 | ( | ) | ( | ) | |||||
| General and administrative expenses | 8 | ( | ) | ( | ) | |||||
| Consultancy and professional fees | ( | ) | ( | ) | ||||||
| Government grants | 13 | |||||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Finance costs | ( | ) | ( | ) | ||||||
| Finance income | ||||||||||
| Other income | ||||||||||
| Impairment of goodwill | 11 | ( | ) | |||||||
| Share of loss of a joint venture | ( | ) | ( | ) | ||||||
| Fair value change of warrant liabilities | 19 | ( | ) | |||||||
| Foreign exchange loss, net | ( | ) | ( | ) | ||||||
| Loss before tax | ( | ) | ( | ) | ||||||
| Income tax expense | ( | ) | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | ( | ) | ( | ) | ||||||
| Attributable to: | ||||||||||
| Equity holders of the Parent | ( | ) | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||||
| ( | ) | ( | ) | |||||||
| Basic and diluted loss per share attributable to equity holders of the Parent | 21 | ( | ) | ( | ) | |||||
The attached notes 1 to 24 form part of these
condensed interim consolidated financial statements.
1
ANGHAMI INC.
Condensed interim consolidated statement of financial position
| (Unaudited) | (Audited) | |||||||||
| Note | June 30, 2024 | December 31, 2023 | ||||||||
| USD | USD | |||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Property and equipment | 9 | |||||||||
| Intangible assets | 10 | |||||||||
| Goodwill | 11 | |||||||||
| Investment in a joint venture | ||||||||||
| Right-of-use assets | ||||||||||
| Deferred tax assets | ||||||||||
| Current assets | ||||||||||
| Trade and other receivables | 12 | |||||||||
| Government grants | 13 | |||||||||
| Contract assets | ||||||||||
| Amount due from related parties | 18 | |||||||||
| Cash and bank balances | 14 | |||||||||
| TOTAL ASSETS | ||||||||||
| EQUITY AND LIABILITIES | ||||||||||
| Equity | ||||||||||
| Share capital | 15 | |||||||||
| Share premium | 15 | |||||||||
| Share-based payment reserves | 16 | |||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||
| Equity/ deficit attributed to equity holders of the Parent | ( | ) | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||
| Total equity/ deficit | ( | ) | ||||||||
| Non-current liabilities | ||||||||||
| Provision for employees’ end-of-service benefits | ||||||||||
| Lease liabilities | ||||||||||
| Government grants | 13 | |||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 17 | |||||||||
| Government grants | 13 | |||||||||
| Contract liabilities | ||||||||||
| Amount due to shareholders and related parties | 18 | |||||||||
| Warrant liabilities | 19 | |||||||||
| Income tax payable | ||||||||||
| Bank overdrafts | 14 | |||||||||
| Lease liabilities | ||||||||||
| Total liabilities | ||||||||||
| TOTAL EQUITY AND LIABILITIES | ||||||||||
The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.
2
ANGHAMI INC.
Condensed interim consolidated statement of changes in equity
Share capital | Share premium | Share-based payment reserves | Accumulated losses | Deficit/ equity attributable to the equity holders of the Parent | Non-controlling interest | Total deficit/ equity | ||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||
| At January 1, 2023 (Audited) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Share-based payments | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| At June 30, 2023 (Unaudited) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| At January 1, 2024 (Audited) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Share-based payments (note 16) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares upon acquisition of assets (note 1) | ||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| At June 30, 2024 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.
3
ANGHAMI INC.
Condensed interim consolidated statement of cash flows
| For the six-month period ended June 30 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Note | 2024 | 2023 | ||||||||
| USD | USD | |||||||||
| OPERATING ACTIVITIES | ||||||||||
| Loss for the period | ( | ) | ( | ) | ||||||
| Adjustments for: | ||||||||||
| Depreciation of property and equipment | 9 | |||||||||
| Depreciation of right-of-use assets | ||||||||||
| Amortization of intangible assets | 10 | |||||||||
| Gain from the termination of contract | 10 | ( | ) | |||||||
| Finance costs | ||||||||||
| Finance income | ( | ) | ( | ) | ||||||
| Provision for employees’ end of service benefits | ||||||||||
| Change in fair value of warrant liabilities | 19 | ( | ) | |||||||
| Reversal for share-based payments | 16 | ( | ) | ( | ) | |||||
| Allowance for estimated credit loss | ||||||||||
| Share of loss of a joint venture | ||||||||||
| Taxes | ||||||||||
| Government grants revenue | 13 | ( | ) | ( | ) | |||||
| Write-off of intangible assets | ||||||||||
| Liquidation of investment in a joint venture | ||||||||||
| Impairment of goodwill | ||||||||||
| ( | ) | ( | ) | |||||||
| Working capital changes: | ||||||||||
| Trade and other receivables | ( | ) | ||||||||
| Amount due from related parties | ( | ) | ( | ) | ||||||
| Contract assets | ( | ) | ||||||||
| Trade and other payables | ( | ) | ||||||||
| Contract liabilities | ( | ) | ||||||||
| Amount due to shareholders and related parties | ||||||||||
| Cash flow from used in operations | ( | ) | ( | ) | ||||||
| Income tax paid | ( | ) | ( | ) | ||||||
| End of service benefits paid | ( | ) | ( | ) | ||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||||
| INVESTING ACTIVITIES | ||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||||
| Additions of intangible assets | 10 | ( | ) | ( | ) | |||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||
| Payments of lease liabilities | ( | ) | ( | ) | ||||||
| Proceeds from acquisition of assets | 1 | |||||||||
| Receipt of government grants | 13 | |||||||||
| Proceeds from issuance of private warrants | ||||||||||
| Finance costs paid | ( | ) | ( | ) | ||||||
| Finance income received | ||||||||||
| Net cash flows from financing activities | ||||||||||
| INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||||
| Cash and cash equivalents at January 1 | ||||||||||
| CASH AND CASH EQUIVALENTS AT PERIOD END | 14 | |||||||||
| Supplementary cash flow information on non-cash investing and financing activities | ||||||||||
| Addition of long-term lease | ||||||||||
| Termination of outstanding payable in relation to written-off intangible assets | ||||||||||
| Intangible assets recognized upon acquisition of assets | 10 | |||||||||
The attached notes 1 to 24 form part of these condensed interim consolidated financial statements.
4
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements
| 1 | CORPORATE INFORMATION |
Anghami Inc. (the “Group” or the “Parent”), was incorporated as a Cayman Islands exempted Group on March 1, 2021 with its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The mailing address of our principal executive office is 16th Floor, Al-Khatem Tower, WeWork Hub71, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.
The principal activity of the group is digital entertainment and online streaming including music, podcasts, music videos, and live events. The Group has a freemium business model whereby premium (paying) users get unlimited access to online streaming content, ads free streaming experience, and unlimited downloads. The ad-supported users do not pay subscription fees and are provided with limited access to on-demand online streaming content without the ability to download content. The Group secures its content via licenses with labels and independent artists to provide its service.
On April 1st, 2024, OSN+, the region’s leading
streaming platform for premium video content, and Anghami Inc. have announced a deal. The investment from the OSN Group materialized via
the newly created SVP OSN Streaming Limited and was realized through transfer of OSN+ asset to Anghami for a total consideration of USD
The OSN group investment in Anghami was executed via a structured approach: Panther Media Group Limited (“PMGL”) established Panther Media Holding Limited (“PMHL”) a wholly owned Special Purpose Vehicle (SPV) in the Dubai International Financial Centre (DIFC), which then created OSN Streaming Holding Limited another Special Purpose Vehicle (SPV) in the Dubai International Financial Center (DIFC) which ultimately then created OSN Streaming Limited, a subsidiary SPV in the Cayman Islands.
The transaction has resulted in the issuance of
| 2 | GOING CONCERN |
For the period ended June 30, 2024 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 by both cash generated through the ongoing operations and ability to access additional funding.
Notwithstanding these results, Management believes there are no events or conditions that give rise to doubt the ability of the Group to continue as a going concern for a period of twelve months after the preparation of the consolidated financial statements. Accordingly, the condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Group is unable to continue as a going concern.
5
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 3 | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
| 3.1 | Basis of preparation |
These condensed interim consolidated financial statements are for the six-month periods ended June 30, 2024 and 2023 and are presented in United States Dollars (“USD”), which is the functional currency of the Group. They have been prepared in accordance with IAS 34‘Interim Financial Reporting’.
These condensed interim consolidated financial statements do not include all of the information required in annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
These condensed interim consolidated financial statements were approved for issue by the Board of Directors on December XX, 2024.
| 3.2 | Basis of consolidation |
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent Group, using consistent accounting policies. Intra-group balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
| Ø | Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee), |
| Ø | Exposure, or rights, to variable returns from its involvement with the investee, and |
| Ø | The ability to use its power over the investee to affect its returns. |
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| Ø | The contractual arrangement with the other vote holders of the investee |
| Ø | Rights arising from other contractual arrangements |
| Ø | The Group’s voting rights and potential voting rights |
The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the condensed interim consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.
6
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 3 | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (continued) |
| Subsidiaries | % of legal ownership June 30, 2024 | % of legal ownership December 31, 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.
| 3.3 | New and amended standards and interpretations |
A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.
| 3.4 | Accounting policies |
The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended June 30, 2024 are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2023.
| 3.5 | Critical accounting judgements, estimates and assumptions |
When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the six-month period ended June 30, 2024 and 2023, including the key sources of estimation uncertainty, were the same as those applied in the Group’s annual consolidated financial statements for the year ended December 31, 2023.
| 4 | REVENUE |
| For the
six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| 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) |
7
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 5 | SEGMENT INFORMATION |
The Group has three reportable segments: Revenue from subscriptions, Revenue from advertisement, and Revenue from live events. The Premium service is a paid service in which customers can listen on demand and offline. Revenue for the Premium segment is generated through subscription fees. The Ad-Supported service is free to the user. Revenue for the Ad-Supported segment is primarily generated through the sale of advertising across the Group’s content. Revenues from live events are generated from the sale of tickets, food and beverage & sponsorships. Royalty costs are primarily recorded in each segment based on specific rates for each segment agreed with the rights holders. The remaining cost of revenue items that are not specifically associated to either of the segments are allocated based on user activity in each segment. No operating segments have been aggregated to form the reportable segments.
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Revenue from subscription segment | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
| Revenue from advertisement segment | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Revenue from live events segment | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross (loss)/ profit | ( | ) | ||||||
| Consolidated | ||||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross (loss)/ profit | ( | ) | ||||||
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.
8
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 5 | SEGMENT INFORMATION (continued) |
Reconciliation of gross loss
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Segment gross (loss)/profit | ( | ) | ||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Consultancy and professional fees | ( | ) | ( | ) | ||||
| Government grants | ||||||||
| Finance costs | ( | ) | ( | ) | ||||
| Finance income | ||||||||
| Other income | ||||||||
| Impairment of goodwill | ( | ) | ||||||
| Share of loss of a joint venture | ( | ) | ( | ) | ||||
| Fair value change of warrant liabilities | ( | ) | ||||||
| Foreign exchange loss, net | ( | ) | ( | ) | ||||
| Loss before tax | ( | ) | ( | ) | ||||
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| KSA | ||||||||
| UAE | ||||||||
| Egypt | ||||||||
| Kuwait | ||||||||
| Qatar | ||||||||
| Lebanon | ||||||||
| Jordan | ||||||||
| Morocco | ||||||||
| Others* | ||||||||
Premium revenue is attributed to a country based on where the membership originates. Ad-Supported revenue is attributed to a country based on where the advertising campaign is viewed. Live events revenue is attributed to a country based on where the events occurred.
| * |
9
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 6 | COST OF REVENUE |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Content acquisition and royalty costs | ||||||||
| Live events cost | ||||||||
| Payment processing and agency fees | ||||||||
| Technology infrastructure costs | ||||||||
| Amortization of intangible assets (note 10) | ||||||||
| Branded content | ||||||||
| Online and other costs | ||||||||
| Barter transaction cost | ||||||||
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.
| 7 | SELLING AND MARKETING EXPENSES |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Marketing and branding expenses | ||||||||
| Advertising expenses | ||||||||
| 8 | GENERAL AND ADMINISTRATIVE EXPENSES |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Salaries and other related benefits | ||||||||
| Settlement fees* | ||||||||
| Insurance expense | ||||||||
| Provision for employees’ end of service benefit | ||||||||
| Provision for expected credit losses | ||||||||
| Depreciation of property and equipment (note 9) | ||||||||
| Rent and related charges | ||||||||
| Travel expenses | ||||||||
| Utilities | ||||||||
| Depreciation of rights-of-use assets | ||||||||
| License fees | ||||||||
| Taxes | ||||||||
| Write-off receivables | ||||||||
| Amortization of intangible assets (note 10) | ||||||||
| Other expenses | ||||||||
10
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 8 | GENERAL AND ADMINISTRATIVE EXPENSES (continued) |
| * |
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported net results.
| 9 | PROPERTY AND EQUIPMENT |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD | USD | |||||||
| General installations | ||||||||
| Office and computer equipment | ||||||||
| Furniture & fixtures | ||||||||
Total expense arising from depreciation on property
and equipment recognized in the condensed interim consolidated statement of comprehensive loss as part of general and administrative expense
for the six-month period ended June 30, 2024 was USD
11
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 10 | INTANGIBLE ASSETS |
| 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 (Audited) | ||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Additions – internally developed | ||||||||||||||||||||||||||||
| Transfers | ( | ) | ||||||||||||||||||||||||||
| Write-off | ( | ) | ( | ) | ||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||
| Amortization: | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Charge for the period | ||||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||
| Net carrying amount: | ||||||||||||||||||||||||||||
| At June 30, 2024 (Unaudited) | ||||||||||||||||||||||||||||
Work in progress represents costs incurred
in relation to internally produced originals and sessions which are not yet released as well as software being developed by a third
party. Anghami acquired the identifiable net assets of OSN+ activities at the respective fair values from Streaming. The
identification and the fair value of the assets has been set at USD
12
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 10 | INTANGIBLE ASSETS (continued) |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Selling and marketing expenses | ||||||||
| Cost of revenue (note 6) | ||||||||
| General and administrative expenses (note 8) | ||||||||
| 11 | GOODWILL |
On 3 June 2022, the Group acquired
Management believes there are no material provisional assets and liabilities to be recorded at the date of the acquisition, further Management is of the opinion that there are no identifiable intangible assets at the date of acquisition, hence all the purchase consideration were recorded as goodwill in these condensed interim consolidated financial statements. The purchase consideration was as follows:
| ● | USD |
| ● | 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.
| 12 | TRADE AND OTHER RECEIVABLES |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD | USD | |||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Advances paid for content and service providers | ||||||||
| Prepayments | ||||||||
| Other financial assets | ||||||||
| Allowance for estimated credit losses | ( | ) | ( | ) | ||||
13
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 12 | TRADE AND OTHER RECEIVABLES (continued) |
Trade receivables are non-interest bearing and
are generally on terms of
An analysis of expected credit losses is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
| Neither past due nor | Past due but not impaired | |||||||||||||||||||||||
| Total | impaired | 30-60 days | 60-90 days | 90-120 days | >120 days | |||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||
| June 30, 2024 (Unaudited) | ||||||||||||||||||||||||
| December 31, 2023 (Audited) | ||||||||||||||||||||||||
| 13 | GOVERNMENT GRANTS |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD | USD | |||||||
| At 1 January | ||||||||
| Received during the period | ( | ) | ( | ) | ||||
| Amount recognized in the statement of profit or loss | ||||||||
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD | USD | |||||||
| Current assets | ||||||||
| Non-current liabilities | ( | ) | ( | ) | ||||
| Current liabilities | ( | ) | ( | ) | ||||
As of June 30,
2024 and December 31, 2023 the Group had a Accrued Government grants of USD
14
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 14 | CASH AND BANK BALANCES |
| (Unaudited) | (Audited) | (Unaudited) | ||||||||||
| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Cash on hand | ||||||||||||
| Bank balances | ||||||||||||
| Short term deposits (1) | ||||||||||||
| Less: bank overdrafts (2) | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents | ||||||||||||
| (1) |
| (2) |
| 15 | ISSUED CAPITAL AND RESERVES |
On April 1, 2024,
Anghami Inc. has entered into an asset acquisition transaction with Streaming resulting in the issuance of
As of June 30, 2024 and December 31, 2023, the
Group has authorised
As of June 30, 2024, the Group has
As of December 31, 2023, the Group had
| 16 | SHARE-BASED PAYMENTS |
At June 30, 2024, the employee share scheme reserve
balance is USD
| Amount | ||||
| USD | ||||
| As at January 1, 2023 | ||||
| Share options exercised during the year | ( | ) | ||
| Reversal of prior provisions | ( | ) | ||
| Share-based payments expense during the year | ||||
| At December 31, 2023 | ||||
| Share options exercised during the period | ( | ) | ||
| Reversal of prior provisions | ( | ) | ||
| As at June 30, 2024 | ||||
15
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 16 | SHARE-BASED PAYMENTS (continued) |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| Shares options | Shares options | |||||||
| Opening balance as of January 1, | ||||||||
| Granted during the year | ||||||||
| Exercised during the year | ( | ) | ( | ) | ||||
| Ending shares option | ||||||||
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| Expected weighted average volatility (%) | % | % | ||||||
| Probability of no default | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| 17 | TRADE AND OTHER PAYABLES |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD | USD | |||||||
| Trade payables (content and service providers) | ||||||||
| Accrued content acquisition and royalty costs | ||||||||
| Other payables | ||||||||
| Other accrued expenses | ||||||||
| Withholding taxes payable | ||||||||
| Social security and taxes payable | ||||||||
| Deferred purchase price | ||||||||
16
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 18 | AMOUNT DUE FROM/TO RELATED PARTIES |
Related parties represent associated companies, shareholders, directors and key management personnel of the Group, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group’s management.
| 18.1 | Related party balances |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| USD | USD | |||||||
| (a) Affiliated companies: | ||||||||
| Du – UAE | ||||||||
| Mobily – KSA | ||||||||
| (b) Due from related parties: | ||||||||
| Maher Khawkhaji (General manager of Spotlight Recreational Services LLC) | ||||||||
| Gulf DTH FZ LLC | ||||||||
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 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.
The amounts due to Gulf DTH LLC represent recharges for video content, shared employees cost and rent recharged to Anghami.
17
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 18 | AMOUNT DUE FROM/TO RELATED PARTIES (continued) |
| 18.2 | Related party transactions |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| 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.
| 18.3 |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Short term employee benefits | ||||||||
| Post-employment pension and medical benefits | ||||||||
| Termination benefits | ||||||||
| Total compensation of key management personnel of the Group | ||||||||
| 19 | WARRANT LIABILITIES |
The warrants are initially recognized at fair value, and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognized in profit or loss until the warrants are exercised, redeemed, or expire. The public warrants are listed on NASDAQ under the symbol “ANGHW”.
Streaming entered into a warrant purchase agreement
dated April 1, 2024 where Streaming has purchased an aggregate of
As of June 30, 2024, and December 31, 2023, the
Group has outstanding
The fair value change of the warrant liabilities
recognized in the condensed interim consolidated statement of comprehensive income has an increase of USD
The warrants are fair valued using Black-Scholes
model.
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
18
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 20 | CONTINGENCIES AND COMMITEMENTS |
| 20.1 | Contingencies |
There exist a few pending legal actions, proceedings, and claims or may be instituted or asserted against the Group. These may include but are not limited to matters arising out of alleged infringement of intellectual property; alleged violations of consumer regulations; employment-related matters; and disputes arising out of supplier and other contractual relationships. As a general matter, the music and other content made available on the Group’s service are licensed to the Group by various third parties. Many of these licenses allow rights holders to audit the Group’s royalty payments, and any such audit could result in disputes over whether the Group has paid the proper royalties. If such a dispute were to occur, the Group could be required to pay additional royalties, and the amounts involved could be material. The Group expenses legal fees as incurred. The Group records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Group’s operations or its financial position, liquidity, or results of operations.
Based on management assessment, currently there are no material cases, claims or proceedings of such quantum which require provision or disclosure as contingent liabilities.
| 20.2 | Commitments |
| (Unaudited) | (Audited) | |||||||
| June 30, 2024 | December 31, 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 June 30, 2024.
19
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 21 | LOSS PER SHARE |
| For the six-month period ended June 30 | ||||||||
| (Unaudited) | (Unaudited) | |||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Basic loss per share | ||||||||
| Net loss attributable to the equity holders of the Parent | ( | ) | ( | ) | ||||
| 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 condensed interim consolidated financial statements.
As the Group was loss-making in all periods presented in these condensed interim consolidated financial statements, potentially dilutive instruments all have an anti-dilutive impact and therefore have been excluded in the calculation of diluted weighted average number of ordinary shares outstanding. These instruments include certain outstanding warrants and share options and could potentially dilute earnings per share in the future.
| 22 | FAIR VALUES OF FINANCIAL INSTRUMENTS |
Financial instruments comprise financial assets and financial liabilities.
Financial assets consist of cash and cash equivalents, trade receivables, contract assets and amount due from related party. Financial liabilities consist of trade payables, lease liability, overdrafts, convertibles notes, working capital loans and amount due to related party.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
| Level 1: | quoted (unadjusted) prices in active markets for identical assets or liabilities. |
| Level 2: | other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. |
| Level 3: | techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. |
The Private Warrants were valued using Black Scholes Model and the Shared-Based Payments were valued using Montecarlo Simulation, which are both considered to be a Level 3 fair value measurement. The primary unobservable inputs utilized in determining the fair value of the derivatives warrant liabilities and Shared-Based Payments are the expected volatility of our ordinary shares and risk-free rate.
20
ANGHAMI INC.
Notes to the condensed interim consolidated financial statements (continued)
| 23 | RECLASSIFICATIONS |
Certain comparative figures have been reclassified
in order to conform to the current year’s presentation.
| As previously reported | Reclassification | As reclassified | ||||||||||
| USD | USD | USD | ||||||||||
| Consolidated statement of comprehensive income | ||||||||||||
| Cost of revenue | ( | ( | ||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Consultancy and professional fees | ( | ) | ( | ) | ( | ) | ||||||
| Finance costs | ( | ) | ( | ) | ||||||||
| 24 | SUBSEQUENT EVENTS |
On December 16, 2024, the Group issued to OSN streaming limited (“Streaming”); a senior unsecured convertible note in the
principal amount of USD
21