Annual Report for Fiscal Year Ending December 31, 2024 (Form 20-F)

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.

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.

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+.

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.

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.

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.

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	)%

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).

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	%

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.

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.

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."

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.

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.

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.

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.