Anghami Inc

Reverse stock split

Effective August 1, 2025, the Group implemented a one-for-ten reverse stock split of its Ordinary Shares. Although the reverse stock split occurred subsequent to the reporting period, the Group has retrospectively adjusted all share and per-share information presented in these condensed interim consolidated financial statements to reflect the impact of the reverse stock split. Further, the par value of Ordinary Share was changed from USD 0.0001 to USD 0.001.

For the period ended June 30, 2025, the Group incurred a net loss of USD 37,113,975, accumulated losses of USD 239,567,432, and reported a negative working capital position of USD 33,125,904. While management expects to generate cash flows from operations, the Group’s ability to continue as a going concern is primarily dependent on securing additional funding and ensuring its timely availability. Management acknowledges that there is a risk that projected cash flows may not materialize in line with the twelve-month forecasts from the date of approval of these condensed interim consolidated financial statements. In assessing going concern, management reviewed the strategic plan and budget, including anticipated developments in liquidity and capital resources.

On July 25, 2025, the Group utilized an additional USD 23,000,000 under the Convertible Note issued Streaming, following earlier issuances of USD 12,000,000 on December 16, 2024, and USD 20,000,000 on February 7, 2025. These transactions were executed pursuant to the Note Purchase Agreement with OSN Streaming Limited, bringing the total amount issued under the Convertible Note to USD 55,000,000. On October 14, 2025, OSN Streaming delivered a Notice of Intention to Convert the full USD 55,000,000 principal amount together with capitalized and accrued PIK interest, with conversion scheduled for December 15, 2025.

Despite these developments, material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern for at least twelve months from the date of issuance of these condensed interim consolidated financial statements. OSN Streaming Limited, the Parent Company, has provided a letter of support confirming its commitment to continue financial support to Anghami for the next twelve months from the date of approval of these financial statements.

Accordingly, these condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes the Group will continue operations and secure necessary funding. No adjustments have been made to the carrying amounts or classification of assets and liabilities that might be required should the Group be unable to continue as a going concern.

These condensed interim consolidated financial statements are for the six-month periods ended June 30, 2025 and 2024 and are presented in United States Dollars (“USD”), which is the functional currency of the Group. They have been prepared in accordance with IAS 34‘Interim Financial Reporting’.

These condensed interim consolidated financial statements do not include all of the information required in annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent Group, using consistent accounting policies. Intra-group balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the condensed interim consolidated statement of comprehensive loss from the date the Group gains control until the date the Group ceases to control the subsidiary.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.

Details of subsidiaries as at June 30, 2025 and December 31, 2024 were as follows:

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

An amended standard related to lack of exchangeability (amendment to IAS 21) became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended June 30, 2025 are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2024.

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the six-month period ended June 30, 2025 and 2024, including the key sources of estimation uncertainty, were the same as those applied in the Group’s annual consolidated financial statements for the year ended December 31, 2024.

The table below presents the amounts as previously reported prior to reclassification:

The Group hasthree 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/market based on specific rates for each segment/market agreed with the rights holders. The remaining cost of revenue items that are not specifically associated to either of the segments are allocated based on user activity in each segment. No operating segments have been aggregated to form the reportable segments.

Key financial performance measures of the segments including revenue, cost of revenue, and gross profit/(loss) are as follows: