Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. You should read the following discussion and analysis of our financial condition and results of operations together in conjunction with our interim consolidated financial statements and the notes to such financial statements, which are included in this Report of Foreign Private Issuer on Form 6-K (this “Report”). In addition, the information in this Report should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes included therein, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026.

We report financial information under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.

Unless otherwise indicated, all references to the terms, “Swvl”, “we”, “us”, “our”, or the “Group” or “Company” refer to the business of Swvl Holdings Corp and its subsidiaries, “H1 2026” refers to the six-month period ending June 30, 2026, “H1 2025” refers to the six-month period ending June 30, 2025, “FY 2025” refers to the fiscal year of Swvl ended December 31, 2025, and “FY 2024” refers to the fiscal year of Swvl ended December 31, 2024.

References to “U.S. dollars,” “USD” and “$” are to currency of the United States of America, and references to “EGP” are to the Egyptian Pound.

Forward-Looking Statements

The following discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategy for our business, statements that contain projections of results of operation or of financial condition, risks and uncertainties, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Please see the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements and for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in our Annual Report. You should not rely upon forward-looking statements as predictions of future events.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report.

Overview

We are a technology-driven disruptive mobility company that aims to provide reliable, safe, cost-effective and environmentally responsible mass transit solutions. Our mission is to identify and solve inefficiencies associated with low-quality or sometimes non-existent public transportation infrastructure in urban areas that are in critical need of such services. Our technology and services provide commuters, travelers and businesses with a valuable alternative to traditional public transportation, taxi companies or other ridesharing companies. Through our Swvl platform, we provide thousands of riders per day with dynamic routing and a self-optimizing network of minibuses and other vehicles, helping people get where they need to go.

Components of Results of Operations

Revenue

Our revenue consists of two components: (i) a business-to-customer (“B2C”) component, representing the gross amount of fares charged to end-users of our platform, not including reductions of end-user discounts and promotions, sales refunds, uncollected cash and Sales waivers (as defined below); and (ii) a business-to-business (“B2B”) component representing contractual smart transportation services for our corporate customer’s employees through the Swvl application, which is referred to as ‘Transport as a service’ (“TaaS”) and ‘Software as a service’ (“SaaS”), which enables corporate customers to manage their own fleets more efficiently. For further details on our revenue recognition, please see the Revenue details in the subsection “Critical Accounting Estimates”.

Cost of Sales

Our cost of sales consists of costs directly related to delivering transportation services, which include payments to captains for operating our routes (net of any deductions, including any amount charged to captains on account of breach of terms of service), bonuses payable to captains, tolls and fines paid by Swvl. Our cost of sales does not include any depreciation or amortization expenses. Our depreciation and amortization expenses are almost exclusively attributable to non-revenue generating activities, including depreciation of our facilities and equipment which support our back-office operations and depreciation of right-of-use assets associated with corporate leases.

General and Administrative Expenses

Our general and administrative expenses primarily consist of personnel-related compensation costs including employee share scheme charges, professional services fees, technology costs, office costs, travel costs, depreciation, insurance, rent, bank fees, foreign exchange losses/gains, utilities, communication and other corporate costs. Our general and administrative expenses are expensed as incurred.

Sales and Marketing Costs

Our sales and marketing expenses primarily consist of growth marketing expenses, offline marketing expenses, personnel compensation expenses and the costs of credits offered to riders for referring new riders. Our sales and marketing costs are expensed as incurred.

Charge for Provision for Expected Credit Losses

Our charge for provision for expected credit losses primarily consists of impairment allowances recognized on our trade receivables from business customers and on customer wallet receivables from riders in our business-to-consumer business, measured under the simplified lifetime expected credit loss approach of the International Financial Reporting Standards 9: Financial Instruments. The charge reflects changes in the aging profile of outstanding balances, historical collection experience and forward-looking information, and is presented separately from general and administrative expenses. Reversals of previously recognized allowances, where balances are subsequently collected, are credited to the same line.

Other Income/(Expenses)

Our other income consists primarily of recovery of previously written off assets that were not expected to be recovered, rental income and supplier discounts from on-going business operations. Other expenses consist primarily of indirect tax expenses and other expenses not categorized elsewhere.

Finance Income and Finance Costs

Our finance income consists primarily of dividend and interest income from bank deposits. Our finance costs consist primarily of lease finance charges and interest expense on financial liabilities.

Changes in Fair Value of Financial Liabilities

Changes in fair value of financial liabilities consist of the change in the fair value of the Group’s earnouts liabilities, certain warrant liabilities and change in fair value of deferred purchase price resulting from the acquisition of certain subsidiaries by the Group.

Income Tax Expense/Benefit

Income tax expense/benefit primarily relates to the deferred tax asset created on tax losses incurred by the Company, which can be set off against future taxable income. We have deferred tax asset balances in Egypt as carried forward losses from the early years of operation, planned to be utilized against future taxable income.

Impact of Foreign Currency Translation

As we have operations in countries with different currencies, foreign currencies have an impact on our results of operations. The main impact of foreign currency fluctuations on us is from the exchange rate of the USD to EGP, which we are subject to in our business in Egypt.

A. Operating Results

Results of Operations

The following selected consolidated financial data is derived from the unaudited financial statements of the Company for H1 2026 and H1 2025, and should be read in conjunction with the information contained in our Annual Report for the year ended December 31, 2025, including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes include therein, filed with SEC on April 20, 2026.

Our historical results are not necessarily indicative of the results of future operations. For a comparison of FY 2025 to FY 2024, see our Annual Report on Form 20-F for the fiscal year ending December 31, 2025 and the amendment thereto, filed with the SEC on April 20, 2026.

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H1 2026 Compared to H1 2025

Revenue

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We disaggregate revenue by the type of customer served as follows: Revenue from Swvl Retail and Swvl Travel together is considered as B2C, and revenue from both TaaS and SaaS together is considered as B2B.

Revenues from B2C for H1 2026 were approximately $1.98 million, an increase of approximately $0.47 million, or 31%, compared to H1 2025. This was primarily due to an increase in average fares on our Egypt intercity travel routes following fare adjustments made during the second half of FY 2025 and H1 2026. We operated this business exclusively inside Egypt during both periods presented.

Revenues from B2B for H1 2026 were approximately $14.24 million, an increase of approximately $5.56 million, or 64%, compared to H1 2025. The increase was primarily due to the expansion of our enterprise customer base and growth within existing accounts across all of our markets. GCC revenue, all of which is B2B, more than doubled to approximately $7.12 million from approximately $3.44 million, while B2B revenue in Egypt grew by approximately 36% to $7.13 million in H1 2026, from $5.24 million in H1 2025.

Cost of Sales

*Percentage not meaningful

Cost of sales for H1 2026 was approximately $13.27 million, an increase of approximately $5.27 million, or 66%, compared to H1 2025. This increase is primarily on account of the captain costs incurred to fulfill the growth in B2C and B2B revenue, where our customers are predominantly served through third-party fleet operators.

General and Administrative Expenses

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General and administrative expenses for H1 2026 were approximately $3.74 million, an increase of approximately $0.84 million, or 29%, from H1 2025. This increase is primarily due to an increase in staff costs of approximately $0.95 million to $2.47 million from $1.52 million, reflecting the build-out of our teams in the United Arab Emirates and Saudi Arabia (including our product and technology team) and in our new market in the United States, together with higher depreciation of property and equipment and right-of-use assets (an increase of approximately $0.13 million, following the renewal of office leases and leasehold improvements in Egypt) and higher technology and IT costs (an increase of approximately $0.11 million). These increases were partially offset by a decrease in professional fees of approximately $0.39 million, to $0.27 million in H1 2026, from $0.66 million in H1 2025.

Sales and Marketing Expenses

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Sales and marketing expenses for H1 2026 were approximately $0.32 million, compared to approximately $0.01 million for H1 2025, an increase of approximately $0.31 million. The increase is primarily due to staff costs of approximately $0.28 million for the dedicated commercial team we built during the second half of FY 2025 and H1 2026, principally in Saudi Arabia, the United Arab Emirates, Egypt and the United States, to support enterprise sales across the GCC and our new markets, together with marketing spend of approximately $0.04 million compared to $0.01 million in H1 2025.

Charge for provision for expected credit losses

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The charge for provision for expected credit losses for H1 2026 was approximately $0.24 million, compared to nil for H1 2025. The charge is primarily due to recognizing expected credit losses on trade receivables across the entire B2B business, and customer wallet balances in Egypt.

Other Expenses

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There were no other expenses for H1 2026, compared to approximately $0.13 million for H1 2025.

Other Income

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Other income in H1 2026 was approximately $0.78 million, an increase of approximately $0.35 million, or 81%, compared to H1 2025. The increase is mainly due to discounts and rebates obtained from transportation suppliers on the cost of serving our recurring enterprise contracts, which represented approximately half of other income, and rental income from the sub-lease of office premises, which represented the remaining half. Other income in H1 2026 arose principally in Saudi Arabia (approximately $0.37 million) and the United Arab Emirates (approximately $0.35 million).

Change in fair value of financial liabilities

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* Percentage not meaningful

Change in fair value of financial liabilities for H1 2026 was approximately a gain of $0.18 million, compared to a gain of $0.84 million in H1 2025. This gain is mainly due to the decrease in the fair value of our derivative warrant liabilities to $0.22 million as of June 30, 2026 from $0.40 million as of December 31, 2025, reflecting the decline in the trading price of our Ordinary Shares and the shorter remaining term of the warrants, partially offset by the accretion of the deferred purchase price liability of approximately $0.01 million. The larger gain in H1 2025 reflected a more significant reduction in the fair value of the warrant liabilities during that period.

Finance Income and Finance Cost

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Finance income for H1 2026 was approximately $0.04 million, a decrease of approximately $0.07 million, or 64%, compared to H1 2025. Finance income is mainly driven by dividend income from the Group’s cash sweep account and short-term treasury instruments of approximately $0.03 million and interest income earned on bank balances in Egypt of approximately $0.01 million. The decrease is primarily due to lower average cash balances held in the sweep account and treasury instruments during H1 2026 compared to H1 2025, as cash was deployed to fund working capital.

Finance costs for H1 2026 were approximately $0.17 million, as compared to $0.09 million for H1 2025, an increase of approximately $0.08 million, or 89%. Those costs are mainly interest expense on our credit facility and a short-term bank loan in Egypt of approximately $0.09 million, interest accretion on lease liabilities of approximately $0.07 million (compared to approximately $0.06 million in H1 2025) and the unwinding of the discount on our license cost liability of approximately $0.01 million. The increase is primarily due to interest on the short-term bank loan of approximately $0.27 million drawn in Egypt during H1 2026 and on the credit facility, neither of which was outstanding for the full comparative period, together with higher lease accretion following the renewal of office leases.

B. Liquidity and Capital Resources

Our principal sources of liquidity have been cash and cash equivalents raised from our operating cash flows in Egypt, Kingdom of Saudi Arabia and the United Arab Emirates, which partially supported the day-to-day business and proceeds from the issuance and sale of securities.

Our total assets exceeded total liabilities by approximately $2.31 million as of June 30, 2026, compared to total assets exceeding total liabilities by approximately $0.71 million as of June 30, 2025. We incurred a loss of approximately $0.52 million for H1 2026, compared to a profit of approximately $0.44 million for H1 2025.

We have accumulated losses of approximately $339.1 million and $339.4 million as of June 30, 2026 and June 30, 2025, respectively. Our cash and cash equivalents balance was $2.09 million and $4.88 million as of June 30, 2026 and June 30, 2025, respectively.

On August 25, 2026, we entered into a securities purchase agreement with certain investors for the issuance and sale of 8,990,317 Ordinary Shares at a purchase price of $1.446 per share in a private placement, for aggregate gross proceeds of approximately $13.0 million. On August 26, 2026, we entered into an additional securities purchase agreement for the issuance and sale of an additional 1,027,397 Ordinary Shares at a purchase price of $1.46 per share, for aggregate gross proceeds of approximately $1.5 million, bringing total gross proceeds from the private placement transaction to approximately $14.5 million. In addition, while one investor had agreed to purchase 2,047,668 Ordinary Shares, we agreed that in lieu of purchasing Ordinary Shares, the investor would purchase pre-funded warrants to purchase 2,047,668 Ordinary Shares. The pre-funded warrants have an exercise price of $0.001 per Ordinary Share and shall remain outstanding until the pre-funded warrants are exercised in full. In connection with the offering, each of the investors also entered into a lock-up agreement pursuant to which they agreed not to transfer the securities purchased in the offering for a period of 180 days from the closing date. We intend to use the net proceeds for working capital and general corporate purposes, including the expansion of our operations in the GCC, the United Kingdom and the United States.

On November 25, 2024, we obtained a sustainable credit facility with HSBC Bank in the amount of up to $0.6 million (subject to certain milestone conditions) aimed at financing our expansion and pipeline of contracts. This sustainable credit facility enables us to factor invoices with certain customers at our discretion, and we believe this allows us to have better management over the timing of our cash flows. As of June 30, 2026, we had $0.1 million drawn down from this credit facility (versus approximately $0.01 million in H1 2025). In September 2026, we announced that HSBC increased the limit on the working capital facility by 110%, to $1.4 million.

On November 17, 2024, we entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) for a private placement financing with certain investors, including certain members of our Board of Directors to purchase $4.7 million of our Ordinary Shares. Under the Securities Purchase Agreement, the investors agreed to purchase 981,211 of our Ordinary Shares, or pre-funded warrants in lieu thereof, at a purchase price of $4.79 per share. The investors in the offering also agreed to execute lock up and leak out agreements, pursuant to which they agreed to lock up the securities purchased in the offering for a period of six months, as well as agreed to transfer up to twenty percent of the securities purchased for each ninety-day period thereafter in an amount not more than twenty percent of the trading volume on a proposed date of sale.

Subsequently, on February 10, 2025, the investors exercised their right to purchase additional securities pursuant to the Securities Purchase Agreement and purchased additional 417,537 of our Ordinary Shares at a purchase price of $4.79 per share. Such offering resulted in gross proceeds to the Company of $2.0 million. The investors also agreed to execute lock up and leak out agreements, pursuant to which they agreed to lock up the securities purchase in the offering for a period of six months, as well as agreed to transfer up to twenty percent of the securities purchase for each ninety-day period thereafter in an amount not more than twenty percent of the trading volume on a proposed date of sale.

Our cash and cash equivalents consist primarily of cash held with banks or other financial institutions, which is not restricted as to withdrawal and use. Our cash and cash equivalents are primarily denominated in USD as well as in local currencies of the markets in which we operate.

We believe that our current available cash and cash equivalents will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months from the date of this Report. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, and funds raised from financing activities.

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, the expansion of sales and marketing activities, and the expansion of our business into new geographies and markets. 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. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.

We have an effective Form F-3 registration statement (File No. 333-279918), filed under the Securities Act of 1933, as amended, with the SEC using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell in one or more offerings up to the total amount of $100,000,000 of our Ordinary Shares, warrants or units comprising a combination of Ordinary Shares and warrants. As of the date of thereof, we have not sold any Ordinary Shares under the registration statement on Form F-3.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated.

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Operating Activities

During H1 2026, net cash used in operating activities was approximately $2.02 million, primarily consisting of loss before tax of approximately $0.52 million, adjusted for non-cash items of approximately $0.38 million. These adjustments mainly reflected the charge for provision for expected credit losses of approximately $0.24 million, depreciation of property and equipment and right-of-use assets and amortization of intangible assets totaling approximately $0.20 million, share-based payment charges and other non-cash items of approximately $0.08 million and the provision for employees’ end of service benefits of approximately $0.03 million, partially offset by the non-cash gain on the change in fair value of financial liabilities of approximately $0.18 million. Net impact from changes in working capital decreased operating cash flows by approximately $1.88 million, primarily driven by an increase in trade and other receivables of approximately $1.51 million, reflecting the growth in revenue and the timing of collections from enterprise customers, principally in the UAE, and an increase in prepaid expenses and other current assets of approximately $0.28 million, mainly withholding tax receivables, partially offset by an increase in accounts payable, accruals and other payables of approximately $0.04 million and an increase in current tax liabilities of approximately $0.32 million.

During H1 2025, net cash used in operating activities was approximately $0.25 million, primarily consisting of profit before tax of approximately $0.44 million, adjusted for non-cash items of approximately $1.26 million. These adjustments mainly reflected depreciation of right-of-use assets and intangible assets, provision for employees’ end of service benefits, and a change in fair value of financial liabilities, partially offset by other non-cash income. Net impact from changes in working capital decreased operating cash flows by approximately $1.51 million, primarily driven by an increase in trade and other receivables of approximately $1.86 million and an increase in prepaid expenses and other current assets of approximately $0.01 million, partially offset by an increase in accounts payable, accruals and other payables of approximately $0.13 million and an increase in current tax liabilities of approximately $0.23 million.

Investing Activities

During H1 2026, net cash used in investing activities was approximately $0.29 million, primarily consisting of capitalized development expenditure on our technology platform of approximately $0.27 million, recognized as intangible assets under construction, and the purchase of property and equipment of approximately $0.01 million.

During H1 2025, we had minimal cash flows used in investing activities.

Financing Activities

During H1 2026, net cash used in financing activities was approximately $0.02 million, primarily consisting of payments of finance lease liabilities, net of accretion, of approximately $0.29 million, partially offset by proceeds from a short-term bank loan drawn in Egypt of approximately $0.27 million.

During H1 2025, we had a $2.0 million inflow from our private placement offering as explained in this Report under Item B. “Liquidity and Capital Resources”, which was offset by a $0.24 million outflow pertaining to paying our finance lease liabilities, net of accretion.

Holding Company Structure and Dividends

Swvl Holdings Corp is a holding company without substantive business operations. Swvl Holdings Corp conducts its operations primarily through its subsidiaries in the jurisdictions in which it operates. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

In addition, as determined in accordance with local regulations, our subsidiaries in certain jurisdictions may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met, and regulatory approvals are obtained. Even though we currently do not require any such dividends, loans, or advances from our entities for working capital and other funding purposes, we may in the future require additional cash resources from them due to changes in our business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders.

Capital Expenditures

During H1 2026, we incurred capital expenditure of approximately $0.29 million, consisting of approximately $0.27 million of capitalized development costs relating to our technology platform (recognized as intangible assets under construction) and approximately $0.01 million for the purchase of property and equipment, primarily information technology equipment and office furniture in Egypt.

During H1 2025 we did not incur any capital expenditure other than the purchase of information technology equipment.

Our historical capital expenditures are primarily related to additions and purchases of property and equipment, which included the purchase of fixtures and furniture, leasehold improvements and employee laptops. While we are an asset-light business, we expect to moderately increase our capital expenditures to meet the expected growth in scale of our business and as we expand geographically and bolster our existing offerings.

Indebtedness

The Group does not currently have any long-term loans or convertible debts outstanding.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2026.

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C. Research and Development, Patents and Licenses

We have made, and will continue to make, significant investments in research, development and technology in an effort to improve our platform, to attract and retain drivers and riders, expand the capabilities and scope of our offerings, and enhance our customer experience. We review and target our research and development activities on an ongoing basis based on the needs of our business. For further details regarding our research and development costs, please refer to “Item 4.B. Business Overview” in our Annual Report.

D. Trend Information

For a discussion of the trends that affect our business, financial condition and results of operations, please see other portions entitled “Item 5.A. Operating Results” and “Item 3.D. Risk Factors” in our Annual Report.

E. Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with IFRS. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates under different assumptions or conditions. We believe that the following critical accounting policies reflect the more significant judgments, estimates and assumptions used in the preparation of our consolidated financial statements.

Revenue

We recognize revenue in accordance with IFRS 15, which we adopted as of January 1, 2019. The Company derives its revenue principally from end-users who use the Swvl platform to access routes predetermined by the Company. Revenue for transport represents the gross amount of fares charged to the end-user for these services. The sole performance obligation of the Company is to provide transportation services to the end-users by integrating the use of the Swvl platform and a network of captains and vehicles registered on the platform. The end-users are charged for using transportation services (i.e. fare charges, net of the discounts and incentives) and are given various incentives (as discussed below). The Company recognizes revenue when its performance obligation towards the end-users has been satisfied (i.e. when the ride is completed). It is at that point in time that the end-user becomes liable to transfer the due consideration to the Company.

We evaluate the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal in the transaction (gross), or whether we arrange for other parties (operators and individual captains) to provide the service to the end-user and are the agent in the transaction (net). The Company considers itself a principal for the transportation services because it controls the services provided to riders.

End-user discounts and promotions

We offer discounts and promotions to end-users to encourage the use of our transportation services. These discounts and promotions are offered in various forms and include:

Deferred tax

As we are incorporated in the British Virgin Islands, our profits from operations are not subject to taxation. However, certain subsidiaries of ours are based in taxable jurisdictions such as Egypt, where they are liable for tax.

We record deferred tax to provide for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets have been recognized by a certain subsidiary of the us on their trading losses where utilization is probable, given that there are probable future taxable profits to offset against these losses. We continuously review the recoverability of the deferred tax asset for any significant changes to these assumptions.

Share-based payments

Our employees (including senior executives) received remuneration in the form of share-based payments starting in May 2017, whereby employees have rendered services as consideration for equity instruments (i.e., equity-settled transactions).

We have issued share-based payment awards, for which the “grant date” was not achieved, due to the absence of a formal approval of the terms and conditions of the grant that reflected the intent of this long-term incentive scheme. The award’s terms, however, included a condition that the employees would be eligible to exercise their vested options only on an exit event occurrence. If an employee leaves the Company before the exit event, the employee could exercise options on a pro-rata basis (based on the length of time that the employee has served since the award was granted). Therefore, the cost of awards is recognized in advance of the grant date, over the period in which services are rendered by the employees, by estimating the fair value of the equity instruments at the end of each reporting period despite the Company’s awards being classified as equity-settled. The grant date was achieved subsequently in July 2021, when the formal terms and conditions were finalized by our Board, which will be communicated and clarified with the employees as part of the exit event. The cost is recognized in employee benefits expense, together with a corresponding increase in equity (other capital reserves). The cumulative expense recognized reflects our best estimate of the number of equity instruments that will ultimately vest.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of our best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award. The probability of an exit event occurring is a non-vesting condition and is included in the fair value of the awards, whose charge is amortized over the period in which services are rendered by the employees.

Risk Factors

In addition to the other information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, you should carefully consider the risk factors discussed and set forth under Item 3.D. “Risk Factors” in our Annual Report, which could materially affect our business, financial condition, or future results.