Swvl Holdings Corp

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of financial position – As of 30 June 2026

(All amounts are shown in USD unless otherwise stated)


				(Unaudited)		(Audited)
				At 30 June		At 31 December
		Note		2026		2025
ASSETS
Non-current assets
Property and equipment		4		219,796		281,312
Intangible assets		5		939,055		684,441
Right-of-use assets				978,452		1,110,717
Deferred tax assets		18		5,309,288		5,486,804
				7,446,591		7,563,274

Current assets
Prepaid expenses and other current assets		6		2,041,556		1,806,567
Trade and other receivables		7		7,844,681		6,256,738
Cash and cash equivalents		8		2,089,313		4,414,456
				11,975,550		12,477,761
Assets classified as held for sale				—		—
Total assets				19,422,141		20,041,035

EQUITY AND LIABILITIES
EQUITY
Share capital		9		24,910		24,910
Share premium		9		354,179,329		354,179,329
Employee share scheme reserve		10		730,488		661,495
Foreign currency translation reserve				(16,505,273)		(16,247,136)
Reserve of disposal groups classified as held for sale				2,369,537		2,294,456
Other reserves				3,534,927		3,534,927
Accumulated losses				(339,052,501)		(338,532,319)
Equity attributable to equity holders of the Parent Company				5,281,417		5,915,662

Non-controlling interests				(2,970,273)		(2,970,273)
Total equity/(deficit)				2,311,144		2,945,389

LIABILITIES
Non-current liabilities
Provision for employees' end of service benefits				180,279		145,681
Derivative warrant liabilities				223,994		400,806
Accounts payable, accruals and other payables		11		—		16,867
Lease liabilities				896,344		1,002,733
				1,300,617		1,566,087

Current liabilities
Accounts payable, accruals and other payables		11		8,978,726		8,710,335
Deferred purchase price		12		701,596		694,134
Other tax liabilities				1,921,317		1,640,682
Lease liabilities				278,653		479,240
				11,880,292		11,524,391
Liabilities directly associated with assets classified as held for sale				3,930,088		4,005,168
Total liabilities				17,110,997		17,095,646
Total equity and liabilities				19,422,141		20,041,035


The accompanying notes are an integral part of these condensed interim consolidated financial statements.	(2)

Table of Contents

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of comprehensive profit or loss - For the period ended 30 June 2026

(All amounts are shown in USD unless otherwise stated)


				(Unaudited)		(Unaudited)
		Note		2026		2025
Continuing operations
Revenue		13		16,223,166		10,189,069
Cost of sales		14		(13,277,164)		(8,000,885)
Gross income				2,946,002		2,188,184

General and administrative expenses		15		(3,737,461)		(2,898,277)
Selling and marketing costs				(314,525)		(12,831)
Charge for provision for expected credit losses				(241,661)		—
Other expenses		16		—		(127,500)
Other income		17		777,532		434,165
Operating loss				(570,113)		(416,259)

Change in fair value of financial liabilities				179,402		836,384
Finance income				37,041		106,913
Finance cost				(166,512)		(94,838)
(Loss)/profit before tax from continuing operations				(520,182)		432,200

Income tax (expense)/benefit		18		—		—
(Loss)/profit for the period from continuing operations				(520,182)		432,200

Discontinued operations
Profit/(loss) for the period from discontinued operations				—		—
(Loss)/profit for the period				(520,182)		432,200

Attributable to:
Equity holders of the Parent Company				(520,182)		432,200
Non-controlling interests				—		—
				(520,182)		432,200

Profit/(loss) per share attributable to equity holders of the Parent Company
Basic		19		(0.05)		0.04
Diluted		19		(0.05)		0.04

Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax				(183,056)		(1,400,601)
Total comprehensive loss for the period				(703,238)		(968,401)

Attributable to:
Equity holders of the Parent Company				(703,238)		(968,401)
Non-controlling interests				—		—
				(703,238)		(968,401)


The accompanying notes are an integral part of these condensed interim consolidated financial statements.	(3)

Table of Contents

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of changes in equity – As of 30 June 2026

(All amounts are shown in USD unless otherwise stated)


																		Equity
										Reserve for		Foreign						attributable to
								Share-based		disposal		currency						equity holders		Non-
				Share		Share		compensation		group held		translation		Other		Accumulated		of the Parent		controlling	Total
		Note		capital		premium		reserve		for sale		reserve		reserve		losses		Company		interests	equity
As at 1 January 2025 (Audited)				24,746		353,883,768		564,127		2,372,514		(16,603,786)		1,886,000		(339,845,041)		2,282,328		(2,970,273)	(687,945)

Total comprehensive loss for the period
Profit for the period				—		—		—		—		—		—		432,200		432,200		—	432,200
Other comprehensive loss for the period				—		—		—		—		(1,400,601)		—		—		(1,400,601)		—	(1,400,601)
				—		—		—		—		(1,400,601)		—		432,200		(968,401)		—	(968,401)

Issuance of shares		9		166		295,559		—		—		—		—		—		295,725		—	295,725
Employee share scheme reserve		10		—		—		67,502		—		—		—		—		67,502		—	67,502
Other reserves				—		—		—		—		—		2,000,000		—		2,000,000		—	2,000,000
As at 30 June 2025 (Unaudited)				24,912		354,179,327		631,629		2,372,514		(18,004,387)		3,886,000		(339,412,841)		3,677,154		(2,970,273)	706,881

As at 1 January 2026 (Audited)				24,910		354,179,329		661,495		2,294,456		(16,247,136)		3,534,927		(338,532,319)		5,915,662		(2,970,273)	2,945,389

Total comprehensive loss for the period
Loss for the period				—		—		—		—		—		—		(520,182)		(520,182)		—	(520,182)
Other comprehensive loss for the period				—		—		—		75,081		(258,137)		—		—		(183,056)		—	(183,056)
				—		—		—		75,081		(258,137)		—		(520,182)		(703,238)		—	(703,238)

Issuance of shares		9		—		—		—		—		—		—		—		—		—	—
Other reserves				—		—		—		—		—		—		—		—		—	—
Employee share scheme reserve		10		—		—		68,993		—		—		—		—		68,993		—	68,993
As at 30 June 2026 (Unaudited)				24,910		354,179,329		730,488		2,369,537		(16,505,273)		3,534,927		(339,052,501)		5,281,417		(2,970,273)	2,311,144


The accompanying notes are an integral part of these condensed interim consolidated financial statements.	(4)

Table of Contents

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of cash flows - For the period ended 30 June 2026

(All amounts are shown in USD unless otherwise stated)


	For the six-month period ended
	30 June
	(Unaudited)	(Unaudited)
	2026	2025
(Loss)/profit before tax from continued operations	(520,182)	432,200
Profit before tax from discontinued operations	—	—
(Loss)/profit for the period before tax	(520,182)	432,200

Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment	74,811	—
Depreciation of right-of-use assets	113,177	58,297
Amortization of intangible assets	15,860	15,594
Other non-cash loss/(income)	79,045	(90,910)
Change in fair value of financial liabilities	(179,402)	836,384
Provision for employees’ end of service benefits	34,598	12,391
Charge for provision for expected credit losses	241,661	—
	(140,432)	1,263,956
Changes in working capital:
Trade and other receivables	(1,957,276)	(1,864,435)
Prepaid expenses and other current assets	(283,053)	(12,330)
Accounts payable, accruals and other payables	39,902	129,153
Other tax liabilities	322,426	233,546
Net cash flows used in operating activities	(2,018,433)	(250,110)

Cash flows from investing activities
Development expenditure (intangible assets)	(273,499)	—
Purchase of property and equipment	(13,581)	(2,950)
Net cash flows used in investing activities	(287,080)	(2,950)

Cash flows from financing activities
Proceeds from issuance of share capital	—	—
Proceeds from issuance of other instruments	—	2,000,000
Repayment of loan from related party	—	—
Proceeds from bank loan	267,010	—
Finance lease liabilities paid, net of accretion	(287,695)	(236,844)
Net cash flows (used in) /generated from financing activities	(20,685)	1,763,156

Net increase/(decrease) in cash and cash equivalents	(2,326,198)	1,510,096
Cash and cash equivalents at the beginning of the period	4,414,456	4,958,983
Effects of exchange rate changes on cash and cash equivalents	1,055	(1,592,096)
Cash and cash equivalents at the end of the period	2,089,313	4,876,983


The accompanying notes are an integral part of these condensed interim consolidated financial statements.	(5)

Table of Contents

1	Establishment and operations

Swvl Holdings Corp (the “Parent Company”) (formerly known as “Pivotal Holdings Corp”) is a business company limited by shares incorporated under the laws of the British Virgin Islands and was registered on 23 July 2021. The registered office of the Company is at P.O. Box 173, Kingston Chambers, Road Town, Tortola, the British Virgin Islands.

The condensed interim consolidated financial statements as at and for the six-month period ended 30 June 2026 consist of the Parent Company and its subsidiaries (together referred to as the “Group”). The Group’s principal head office is located in The Offices 4, One Central, Dubai World Trade Centre, Street 1, Dubai, United Arab Emirates.

Swvl Inc. was founded on 17 May 2017. Swvl Holdings Corp was incorporated as a direct wholly-owned subsidiary of Swvl Inc. As a result of various legal entity reorganization transactions undertaken in March 2022, Swvl Holdings Corp became the holding company of the Group, and the then-stockholders of Swvl Inc. became the stockholders of Swvl Holdings Corp. Swvl Inc. is the predecessor of Swvl Holdings Corp for financial reporting purposes.

The Group operates multimodal transportation networks that offer access to transportation options through the Group’s platform and mobile-based application. The Group also licenses its technology to transport operators to manage their service. The Group operates a technology platform that uses a widespread transportation network. The Group uses leading technology, operational excellence and product expertise to operate transportation services on predetermined routes. The Group develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). The Group provides transportation services through contracting with other service providers (or transportation operators). Riders are collectively referred to as “end-user(s)” or “consumer(s)”. The drivers are referred to as “captain(s)”.

1.1	Consolidated subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

As of 30 June 2026, the Group still maintained control for all subsidiaries, however, certain subsidiaries were decided to be held for sale or to be discontinued, subsidiaries listed below will be presented with the same alignment.

Continued operations


		Country of		Legal ownership %				Principal
Company name		incorporation		30-Jun-26		31-Dec-25		business activities
Swvl Inc.		British Virgin Islands		100	%	100	%	Holding company
Swvl Group Corp		British Virgin Islands		100	%	100	%	Holding company
Swvl Holdco Corp		British Virgin Islands		100	%	100	%	Dormant entity
Pivotal Merger Sub Company I		Cayman Islands		100	%	100	%	Merger entity
Swvl Mobility Solutions Corp.		United States of America		100	%	100	%	Technology platform
Swvl for Smart Transport Applications and Services LLC		Egypt		99.80	%	99.80	%	Technology platform
Swvl Saudi for Information Technology		Kingdom of Saudi Arabia		100	%	100	%	Technology platform
Swvl Saudi Regional Headquarters		Kingdom of Saudi Arabia		100	%	100	%	Technology platform
Smart Mobility Solutions for Transportation Services (i)		Kingdom of Saudi Arabia		—	%	—	%	Technology platform
Swvl for Website Design Company (i)		Kuwait		—	%	—	%	Technology platform
Swvl for Mobility Solutions FZE (i)		United Arab Emirates		—	%	—	%	Technology platform

(6)

Table of Contents

1.1

Consolidated subsidiaries (continued)

ii)

Discontinued operations


		Country of		Legal ownership %				Principal
Company name		incorporation		30-June-26		31-Dec-25		business activities
Swvl NBO Limited		Kenya		100	%	100	%	Technology platform
Swvl Technologies Ltd.		Kenya		100	%	100	%	Technology platform
Smart Way Transportation LLC (ii)		Jordan		—	%	—	%	Technology platform
Swvl My For Information Technology SDN BHD		Malaysia		100	%	100	%	Technology platform
Viapool Inc.		Delaware, USA		51	%	51	%	Technology platform
Movilidad Digital SAS, a subsidiary of Viapool, Inc.		Argentina		51	%	51	%	Holding company
Viapool SRL, a subsidiary of Viapool, Inc.		Argentina		51	%	51	%	Technology platform
Viapool SPA, a subsidiary of Viapool, Inc.		Chile		51	%	51	%	Technology platform
Swvl Brasil Tecnologia LTDA, a subsidiary of Viapool, Inc.		Brazil		51	%	51	%	Technology platform
Door2Door GmbH, a subsidiary of Swvl Germany GmbH		Germany		100	%	100	%	Technology platform
Swvl Germany GmbH (formerly "Blitz B22-203 GmbH")		Germany		100	%	100	%	Holding company

The Group, in certain cases, is required to have a resident as one of the shareholders besides the Parent Company to comply with local laws and regulations. However, in such cases, the Group continues to remain the economic beneficiary of the shareholding held by such resident shareholder and therefore is said to have a “beneficial ownership” of such non-controlling interests. Legal ownership and beneficial ownership are the same except as indicated below.

(i)

The Parent Company’s subsidiary’s Swvl for Mobility Solutions FZE and Smart Mobility Solutions for Transportation Services were incorporated during the year ended 31 December 2024. Further, Swvl for Website Design Company was incorporated during the year ended 31 December 2025. The subsidiaries are currently legally owned by a member of the Group’s management and are in the process of a legal ownership transfer to the Group. The subsidiaries have been consolidated based on the beneficial ownership and effective control.

(ii)

The Parent Company’s subsidiary Smart Way Transportation LLC was incorporated during the year ended 31 December 2021. The subsidiary is currently legally owned by a member of the Group’s management. During 2022, the Group’s board of directors resolved to discontinue the subsidiary’s operations. As of 30 June 2026, the company is still in liquidation process. The subsidiary has been consolidated based on the beneficial ownership and effective control.

2	Basis of preparation

Compliance with International Financial Reporting Standards (“IFRS”)

These condensed interim consolidated financial statements are for the six-month periods ended 30 June 2026 and 2025 and are presented in United States Dollars (“USD” or “$”), which is the functional currency of the Parent Company. 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 IFRS and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2025. 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.

(7)

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4Property and equipment

The property and equipment net book value consists of the following:


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Leasehold improvements		203,169		276,578
Furniture, fittings and equipment		16,627		4,734
Property and equipment, net		219,796		281,312

5Intangible assets


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Licenses		61,004		79,890
Assets under construction		878,051		604,551
Net book value		939,055		684,441

In May 2023 the Group obtained a smart transportation operating license in Egypt in collaboration with Land Transport Regulatory Authority (LTRA) which granted the Egyptian entity a five-year operating license commencing on May 16, 2023 and expires on May 15, 2028.

6Prepaid expenses and other current assets


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Withholding tax receivables		1,627,809		1,454,429
Other assets		60,468		60,468
Refundable deposits		197,670		150,901
Prepaid expenses		155,609		140,769
		2,041,556		1,806,567

7Trade and other receivables


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Trade receivables		5,580,514		3,879,854
Accrued income		2,362,170		2,308,583
Customer wallet receivables		2,152,003		2,061,148
Less: provision for expected credit losses		(2,289,092)		(2,108,944)
		7,805,595		6,140,641

Other receivables		39,086		116,097
		7,844,681		6,256,738

(9)

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8Cash and bank balances


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Cash at banks		2,085,974		4,414,456
Cash in hand		3,339		—
		2,089,313		4,414,456

For the purpose of the cash flow statement, cash and cash equivalents comprise the following:


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Cash attributable to continued operations		2,089,313		4,414,456
Cash attributable to discontinued operations		—		—
		2,089,313		4,414,456

9Share capital

a. Share capital:

In 2023, the Group restructured its authorized shares and issued ordinary shares as detailed below:

(a)	The number of ordinary shares which the Group is authorized to issue has been decreased to 20,000,000 ordinary shares by the consolidation of every 25 ordinary shares of US$0.0001 par value each currently in issue into 1 ordinary share of US$0.0025 par value each; and

(b)	the issued ordinary shares have been combined into a small number of shares, resulting in every 25 issued ordinary share being combined into 1 ordinary share with a par value of US$0.0025 each.

Following the restructuring, the Group is authorized to issue 20,000,000 ordinary shares and 55,000,000 preference shares. The restructuring was approved on 4 January 2023 and became effective on 25 January 2023.

The below table sets out the Group’s share structure during the period ended 30 June 2026 and the year ended 31 December 2025:


		At 30 June 2026				At 31 December 2025
		Authorized		Issued		Authorized		Issued
Class A ordinary shares		20,000,000		9,964,344		20,000,000		9,964,344
Preferred shares		55,000,000		—		55,000,000		—
		75,000,000		9,964,344		75,000,000		9,964,344


		At 30 June 2026			At 31 December 2025
		Number		Share	Number		Share
		of shares		capital	of shares		capital
Issuance of shares in the normal course of business		5,191,300		12,976	5,191,300		12,976
Issuance of shares to Swvl Inc. shareholders		3,411,410		8,529	3,411,410		8,529
Issuance of shares to SPAC shareholders		557,960		1,395	557,960		1,395
Conversion of convertible notes		645,018		1,613	645,018		1,613
Issuance of shares to PIPE investors		158,656		397	158,656		397
Other shares		—		—	—		—
		9,964,344		24,910	9,964,344		24,910

(10)

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11Accounts payable, accruals and other payables


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Financial items
Accounts payables		6,654,118		6,806,786
Captain payables		464,051		732,402
Salaries payable		153,565		269,121
Accrued expenses		331,284		245,810
Credit facility		436,523		451,336
Bank loan		273,824		—
LTRA payable		61,727		101,200
Other payables		540,759		120,547
		8,915,851		8,727,202
LTRA payable non-current portion		—		(16,867)
		8,915,851		8,710,335
Non-financial items
Deferred income and advances from customers		62,875		—
Total accounts payable, accruals and other payables		8,978,726		8,710,335

(i)	Advances from individual customers (e-wallets) are used by customers against future bookings.

12Deferred purchase price

The movement in the deferred purchase price is as follows:


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Opening balance		694,134		1,148,013
Change in fair value		7,462		(158,154)
Issuance of shares		—		(295,725)
Ending balance		701,596		694,134

The deferred purchase price consists of outstanding cash payments and share issuances. The change in fair value is a result of revaluing the shares outstanding to reflect share price as per the purchase agreements. Management has not used any complex assumptions in arriving at the fair value of the deferred purchase price.

The deferred purchase price is detailed as follows:


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Shotl Transportation, S.L.		695,398		685,346
Urbvan Mobility Ltd.		—		—
Door2Door		6,198		8,788
		701,596		694,134

(12)

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12Deferred purchase price (Continued)


		(Unaudited)		(Audited)
		At 30 June		At 31 December
Maturity analysis		2026		2025
		USD		USD
Less than one year (current)		701,596		694,134
		701,596		694,134

13Revenue

The Group derives its revenue principally from end-users who use the Group’s platform to access routes predetermined by the Group. Revenue for transport services represents the total amount of fees charged to the end user for these services.

Disaggregated revenue information


		(Unaudited) For the six-month
		period ended 30 June
		2026		2025
		USD		USD
Business to business		14,243,585		8,676,762
Business to customers		1,979,581		1,512,307
		16,223,166		10,189,069

Revenue by geographical location




		2026	2025
		USD	USD

Egypt		9,104,886	6,752,936
Gulf Cooperation Council		7,118,280	3,436,133
		16,223,166	10,189,069

14Cost of sales


		(Unaudited) For the six-month
		period ended 30 June
		2026	2025
		USD	USD
Captain costs		13,311,654	8,035,494
Captain bonuses		12,351	10,113
Captain deductions		(46,841)	(44,722)
		13,277,164	8,000,885

(13)

Table of Contents

15General and administrative expenses


	(Unaudited) For the six-month
	period ended 30 June
	2026	2025
	USD	USD
Staff costs	2,471,832	1,520,733
Professional fees	269,329	658,798
Technology costs	336,311	223,539
Other expenses	116,515	185,692
Depreciation of property and equipment	74,811	—
Rent expense	127,198	100,855
Depreciation of right-of-use assets	113,177	58,297
Insurance	119,334	50,924
Office expenses	18,704	42,394
Travel and accommodation	68,299	20,504
Amortization of intangible assets	15,860	15,594
Outsourced employees	3,688	13,901
Entertainment	2,403	7,046
	3,737,461	2,898,277

16	Other expenses




		2026	2025
Other expenses		—	127,500
		—	127,500

17	Other Income


		(Unaudited) For the six-month
		period ended 30 June
		2026	2025
		USD	USD
Other income		777,532	434,165
		777,532	434,165

18Deferred tax asset

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes at the enacted rates. The significant components of the Group’s deferred tax assets were as follows:


		(Unaudited) For
		the six-month		(Audited) For the
		period ended		year ended
		June 2026		31 December 2025
		USD		USD
Deferred tax asset movement

Opening balance		5,486,804		5,288,913
Foreign currency adjustments		(177,516)		352,957
Expiration		—		—
Reversal		—		(233,084)
Transfers to assets held for sale		—		—
Income tax benefit		—		78,018
Closing balance		5,309,288		5,486,804

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Table of Contents

19(Loss)/earnings per share

Basic (loss)/earnings per share is computed by dividing the net (loss)/profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

600,000 Earnout Shares have been excluded from the calculation of weighted average shares outstanding, as they are contingently issuable subject to achieving certain milestones on the trading price and volume of our Class A ordinary shares on NASDAQ.

During the six-month period ended 30 June 2026, the Group was loss making, therefore, all potentially dilutive instruments have an anti-dilutive impact and have been excluded in the calculation of diluted weighted average number of ordinary shares outstanding. These instruments include certain outstanding equity awards, warrants, share options and convertible loans and could potentially dilute earnings per share in the future.

The following table sets forth the computation of basic and dilutive (loss)/earnings from the continued operations per share attributable to the Group’s ordinary shareholders:


		(Unaudited)		(Unaudited)
		For the six-		For the six-
		month period		month period
		ended 30		ended 30
		June 2026		June 2025
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company		(520,182)		432,200
Profit from discontinued operations for the period attributable to equity holders of the Parent Company		—		—

Weighted average number of ordinary shares outstanding during the period		9,964,344		9,964,344

(Loss)/profit per share attributable to equity holders of the Parent Company from continuing operations – basic (loss)/earnings per share		(0.05)		0.04
(Loss)/profit per share attributable to equity holders of the Parent Company – basic (loss)/earnings per share		(0.05)		0.04


Weighted average number of ordinary shares outstanding during the period adjusted for the effect of dilution		9,964,344		10,218,200

(Loss)/profit per share attributable to equity holders of the Parent Company from continuing operations – diluted (loss)/earnings per share		(0.05)		0.04
(Loss)/profit per share attributable to equity holders of the Parent Company – diluted (loss)/earnings per share		(0.05)		0.04

20Related party transactions and balances

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties include associates, parent, subsidiaries, and key management personnel or their close family members. The terms and conditions of these transactions have been mutually agreed between the Group and the related parties. To determine significance, the Group considers various qualitative and quantitative factors including whether transactions with related parties are conducted in the ordinary course of business.

Interest in subsidiaries

The details of interests in the subsidiaries with whom the Group had entered into transactions or had agreements or arrangements in place during the period are disclosed in Note 1 of the condensed interim consolidated financial statements.

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Table of Contents

20Related party transactions and balances (continued)

Compensation of key management personnel

Key management personnel of the Group comprise the Parent Company’s directors and senior management of the Group.


	(Unaudited) For the six-month
	period ended 30 June
	2026	2025
	USD	USD
Compensation and short-term employee benefits	253,233	231,108
	253,233	231,108

Balances with related parties

The following balances are outstanding at the end of the reporting periods:


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
Balances with related parties		—		—
		—		—

Transactions with related parties

Details of transactions with related parties during the period, other than those which have been disclosed elsewhere in these condensed interim consolidated financial statements, are as follows:


		(Unaudited) For the six-month
		period ended 30 June
		2026		2025
		USD		USD
Transactions with related parties		—		—

21Financial instruments by category

Financial assets as per statement of financial position


		(Unaudited)		(Audited)
		At 30 June		At 31 December
		2026		2025
		USD		USD
At amortised cost
Trade and other receivables		7,844,681		6,256,738
Cash and cash equivalents		2,089,313		4,414,456
		9,933,994		10,671,194

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		Page(s)

Condensed interim consolidated statement of financial position		2

Condensed interim consolidated statement of comprehensive profit or loss		3

Condensed interim consolidated statement of changes in equity		4

Condensed interim consolidated statement of cash flows		5

Notes to the condensed interim consolidated financial statements		6 - 18


		At 30 June 2026
		Share Premium
Issuance of shares to shareholders		88,873,188
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the period		—
		395,566,625
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		311,548,404
Issuance of shares in the normal course of business		42,630,925
		354,179,329


		At 31 December 2025
		Share Premium
Issuance of shares to shareholders		88,873,188
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
		395,566,625
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		311,548,404
Issuance of shares in the normal course of business		42,630,925
		354,179,329