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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

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For the fiscal year ended December 31, 2024

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Date of event requiring this shell company report: N/A

Commission File Number: 001-41339

SWVL HOLDINGS CORP

(Exact name of Registrant as specified in its charter)

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The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

(Address of principal executive offices)

Mostafa Kandil

Swvl Holdings Corp

The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

Telephone Number: +971 42241293

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Outstanding as of December 31, 2024: 9,898,516 Class A Ordinary Share and 1,588,093 warrants.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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SWVL HOLDINGS CORP

TABLE OF CONTENTS

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Explanatory Note

This Annual Report on Form 20-F for the year ended December 31, 2024, includes a classification restatement of the following consolidated financial statements:

Restatement Overview

During the preparation of the consolidated financial statements for the year ended 31 December 2024, management has identified a classification misstatement in the presentation of certain financial statement items for the year ended 31 December 2023.

The misstatement occurred due to an incorrect classification in the gain and loss on disposal of Swvl Pakistan (Private) Ltd., Shotl Transportation, S.L., Volt Lines B.V., and Urbvan Mobility Ltd.’s results being included as part of continuing operations, rather than as discontinued operations, in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations. The subsidiary's disposal met the criteria for classification as a discontinued operation under IFRS 5.

The impact of this re-classification is $8,285,250 being deducted from loss on disposal of subsidiaries and instead added as part of loss for the year from discontinued operations and its related disclosure. There is no impact on total (loss)/profit.

Effect of restatement

The effect of this restatement on the consolidated statements of comprehensive income and cash flows for the year ended December 31, 2023 is as follows:

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*Other reclassifications pertain to presenting results for subsidiaries disposed during the year to discontinued operations, instead of continuing operations as per disclosure requirements of IFRS 5 to conform to current year’s presentation. These are ordinary classifications and are not related to the classification misstatement of FY 2023.

Internal Control Considerations

The above misstatement is in connection with our previously identified material weakness in our internal controls over financial reporting, as explained in more detail in this section of the Report entitled “Item 3D. Risk Factors”. This misstatement pertains specifically to the failure in accurately classifying continued and discontinued results of operations, in compliance with IFRS 5.

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Swvl Holdings Corp.

INTRODUCTION

In this Annual Report on Form 20-F (this “Annual Report”), “we”, “us”, “our”, the “Company” and “Swvl” refer, to Swvl Holdings Corp.

On March 31, 2022, Swvl Holdings Corp, formerly known as Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“BVI”), consummated the transactions contemplated by the Business Combination Agreement (the “Business Combination Agreement”), dated as of July 28, 2021, as amended, by and among Holdings, Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”) and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (“BVI Merger Sub”), pursuant to which Swvl became a wholly owned subsidiary of Holdings.

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 a dynamically - routed self - optimizing network of minibuses and other vehicles, helping people get where they need to go.

On April 1, 2022, our ordinary shares (“Ordinary Shares”) and public warrants (“Warrants”) (together, our “Securities”) began trading on the Nasdaq Global Market under the symbols “SWVL” and “SWVLW”, respectively. In July 2023, we received approval from the Nasdaq Stock Market LLC of our request to transfer the listing of our Ordinary Shares and Warrants to the Nasdaq Capital Market from the Nasdaq Global Market, and effective July 19, 2023, the Ordinary Shares and Warrants are traded on the Nasdaq Capital Market.

On January 25, 2023, we implemented a 1-for-25 reverse stock split of our Ordinary Shares, pursuant to which holders of our Ordinary Shares received one Ordinary Share for every twenty-five Ordinary Shares as of such date. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to in this Report give effect to the reverse stock split.

Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in the Annual Report to “dollars”, “USD” or “$” mean U.S. dollars, and references to EGP,AED and SAR are to Egyptian pounds, United Arab Emirates Dirham and Saudi Riyals, respectively.

We report our financial statements in accordance with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (the “IASB”).

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this Annual Report may be deemed to be “forward-looking statements”. 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 strategies, statements that contain projections of results of operations or of financial condition, 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.

Important factors that could cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

Readers are urged to carefully review and consider the various disclosures made throughout this Annual Report which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Annual Report are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.KEY INFORMATION

A.[Reserved]

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

Our business faces significant risks. You should carefully consider the risks described below, together with all other information in this Annual Report. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer, and the price of our securities could decline. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other Securities and Exchange Commission, or SEC, filings. See “Cautionary Note Regarding Forward-Looking Statements” above.

Summary Risk Factors

The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 3D. of this annual report on Form 20-F and the other reports and documents filed by us with the SEC.

Risks Related to Our Business, Industry, Operations and Financial Condition

Risks Related to Regulatory, Legal and Tax Factors Affecting our Business

Risks Related to Our Status as a Public Company and Ownership of our Ordinary Shares and Warrants

Risks Related to Our Business, Industry, Operations and Financial Condition

Our limited operating history and evolving business make it particularly difficult to evaluate our prospects and the risks and challenges we may encounter.

While we have primarily focused on mass transit ridesharing services since Swvl launched in 2017, our business continues to evolve. Beginning in 2020, we reevaluated and adjusted our pricing methodologies and expanded our business offerings to include transport as a service (“TaaS”) and afterwards, software as a service (“SaaS”). While it is difficult to evaluate the prospects and risks of any business, our relatively new and evolving business makes it particularly difficult to assess our prospects and the risks and challenges it may encounter. Risks and challenges hawse have faced or expect to face include our ability to:

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and operating results could be adversely affected. Further, because we have limited historical financial data, operates in a rapidly evolving market and its growth strategy is premised on international expansion, including potentially in the United States and the United Kingdom any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. If our assumptions regarding these risks and uncertainties, which we use to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, our operating results could differ materially from our expectations and our business, financial condition and operating results could be adversely affected.

We operate in an evolving industry and, as a result, our past results may not be indicative of future operating performance.

We operate in a rapidly evolving industry that may not develop in a manner favorable to our business. Therefore, it may be difficult to assess our future performance. You should consider our business and prospects in light of the risks and difficulties we may encounter.

Our future success will depend in large part upon our ability to, inter alia:

We face competition and could lose market share to competitors, which could adversely affect our business, financial condition and operating results. If we cannot successfully compete with new or existing technologies, products and services, our marketing and sales will suffer, and we may not be profitable.

We believe that our principal competition for ridership is public transportation services and private bus companies. Our business model is premised in part on promoting the safety, efficiency and convenience of its offerings to convert public transportation users into riders on our platform. While we have previously been successful in attracting and retaining new riders, public transportation is often available at a lower price and with a greater variety of routes than the rides we offer. In addition, public transportation operators in our markets may in the future make improvements or implement measures to enhance the safety, efficiency and convenience of their networks. If current and potential riders do not view the advantages of our platform as outweighing the difference in price, or if the successful introduction of such improvements or measures weakens the competitive advantages of our offerings, we may be unable to retain existing riders or attract new riders and its business, financial condition and operating results may be adversely affected.

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We also face competition from other traditional transportation companies in regard of their business-to-business offerings in addition to other ridesharing companies and car hire and taxi companies. The ridesharing market in particular is intensely competitive and is characterized by rapid changes in technology, shifting rider needs and preferences and frequent introductions of new services and offerings. We expect competition to increase, both from existing competitors and new entrants in the markets in which we operate or plan to operate, and such competitors may be well-established and enjoy greater resources or other strategic advantages. If we are unable to anticipate or successfully react to these competitive challenges in a timely manner, our competitive position could weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business, financial condition and operating results.

Certain of our current and potential competitors have greater financial, technical, marketing, research and development and other resources, greater name recognition, longer operating histories or a larger global user base than we do. Such competitors may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices in certain markets than we do, which could adversely affect our business, financial condition and operating results. These and other factors may allow our competitors to derive greater revenue and profits from their existing user bases, attract and retain qualified drivers and riders at lower costs or respond more quickly to new and emerging technologies and trends. Current and potential competitors may also establish cooperative or strategic relationships, or consolidate, amongst themselves or with third parties that may further enhance their resources and offerings.

We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:

If we are unable to compete successfully, our business, financial condition and operating results could be adversely affected.

We may be unable to keep pace with changes in technology as our business and market strategy evolves.

We will need to respond to technological advances in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological changes. If we will be unable to respond successfully to technological advance, we may lose our competitive advantage, which could adversely affect our business.

If we fail to offer high-quality customer support, our business and reputation may suffer.

High-quality customer support is important for the successful retention of existing customers. Providing this support requires that our support personnel have specific knowledge and expertise of our products, services and markets, and that we continuously evaluate our customer support services, technologies and processes. The importance of high-quality customer support will increase as we expand our business and pursue new customers. If we do not provide effective and timely ongoing support, our ability to retain existing customers may suffer, and our reputation with existing or potential customers may be harmed, which would have a material adverse effect on our business, results of operations, financial condition and prospects.

The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and operating results could be adversely affected.

The mass transit ridesharing market is still relatively new, and it is uncertain to what extent market acceptance will continue to grow and at what pace. Our success depends to a substantial extent on the willingness of people to widely adopt mass transit ridesharing. If the public does not perceive our offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability or for other reasons, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect. Any of the foregoing risks and challenges could adversely affect our business, financial condition and operating results.

If we fail to cost-effectively attract and retain qualified drivers to use our platform, or to increase utilization of our platform by existing drivers using our platform, our business, financial condition and operating results could be harmed.

Our continued growth depends in part on our ability to cost-effectively attract and retain qualified drivers who satisfy our screening criteria and procedures to use our platform and to increase utilization of our platform by existing drivers.

To attract and retain qualified drivers to use our platform, we have, among other things, offered bonus payments and other incentives to high-performing drivers. If we do not continue to provide drivers with compelling opportunities to earn income and other incentive programs for using our platform, or if drivers become dissatisfied with our requirements for drivers to use our platform, we may fail to attract new drivers to use our platform, retain current drivers to use our platform or increase their utilization of our platform, or we may experience complaints, negative publicity, or services disruptions that could adversely affect our users and our business.

The incentives we provide to attract drivers could fail to attract and retain qualified drivers to use our platform or fail to increase utilization of our platform by existing drivers or could have other unintended adverse consequences. In addition, changes in certain laws and regulations, labor and employment laws, licensing requirements or background check requirements, may result in a shift or decrease in the pool of qualified drivers, which may result in increased competition for the services of qualified drivers or higher costs of recruitment, operation and retention with respect to drivers providing services through our platform. Other factors outside of our control, such as the COVID-19 pandemic or other concerns about personal health and safety, or concerns about the availability of government or other assistance programs if drivers continue to drive using our platform, may also reduce the number of drivers available through our platform or utilization of our platform by drivers, or impact our ability to attract new drivers to use our platform. If we fail to attract qualified drivers to use its platform on favorable terms, fail to increase utilization of our platform by existing drivers or loses qualified drivers using its platform to competitors, we may not be able to meet the demand of riders, including maintaining competitive prices for riders, and our business, financial condition and operating results could be adversely affected.

If we fail to cost-effectively attract and retain new corporate customers, our business, financial condition and operating results could be harmed.

Our success depends, in part, on our ability to cost-effectively attract and retain new corporate customers. Companies have a variety of options for employee transportation, such as public transit, traditional shuttle services or employee car allowances. Corporate transportation may also evolve due to factors such as cost considerations, employee well-being initiatives, sustainability goals and shift in workplace policies.

To expand our corporate customer base, we must appeal to businesses through our brand awareness, reputation for reliability, cost-effectiveness and employee safety and satisfaction. We believe that our core technologies, which enable us to reduce cost and increase safety, compared to other means of transportation have been a key in increasing adoption among companies, and retaining them.

We rely on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and operating results could be adversely affected.

Our success depends in part on the continued service of our co-founder and Chief Executive Officer, senior management team, key technical employees and other highly skilled personnel, and on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult to find suitable replacements on a timely basis, on competitive terms, or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

We face intense competition for highly skilled personnel. To attract and retain top talent, we had to offer, and we believe we need to continue to offer, competitive compensation and benefits packages. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity or equity awards declines or if we are unable to provide competitive compensation packages, our ability to attract and retain highly qualified personnel may be adversely affected and we may experience increased attrition. We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train and integrate such employees, and we may never realize returns on these investments. If we are unable to effectively manage its hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect our business, financial condition and operating results.

Our reputation, brand and the network effects among the drivers and riders using our platform are important to our success, and if we are not able to maintain and continue developing our reputation, brand and network effects, our business, financial condition and operating results could be adversely affected, and the recent market exits might impact the reputation and brand for us in the markets they operated in with their original brand name and was exited later.

We believe that building a strong reputation and brand as a safe, reliable and affordable platform and continuing to increase the strength of the network effects among the drivers and riders using our platform (i.e., the advantages that derive from having more drivers and riders using our platform) are critical to our ability to attract and retain qualified drivers and riders. The successful development of our reputation, brand and network effects depends on a number of factors, many of which are outside our control. Negative perception of us or our platform may harm our reputation, brand and network effects, including as a result of:

If we does not successfully maintain and develop our brand, reputation and network effects and successfully differentiate our offerings from the offerings of competitors, our business may not grow, we may not be able to compete effectively and we could lose existing qualified drivers or existing riders or fail to attract new qualified drivers or new riders to use our platform, any of which could adversely affect our business, financial condition and operating results.

Our company culture has contributed to our success and if we cannot maintain this culture as it grows, our business, financial condition and operating results could be harmed.

We believe that our culture, which promotes proactivity, taking ownership and putting riders and drivers first has been critical to its success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

If we are not able to maintain our corporate culture, our business, financial condition and operating results could be adversely affected.

Our growth strategy will subject us to additional costs, compliance requirements and risks, and our plans may not be successful.

We intend to pursue steady growth strategy to expand our operations into new international markets, including potentially in the United States and other Gulf Corporation Council countries such as Kuwait and Qatar. Our growth strategy for 2025 focuses on growth with keeping expansion cost in balance, as well as keeping a lot of operation functions centralized in cost-effective markets to help with cost management, in line with how it operated in 2024.

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We implemented a rapid growth strategy in the first half of 2022, acquiring multiple entities to expand operations into new international markets. We aimed to expand our B2C (as defined below) offerings in countries in the Middle East and Latin America, and to introduce  Swvl Business offerings in countries in Latin America, Western Europe and Southeast Asia, Operating in a large number of countries requires significant attention of our management to oversee operations over a broad geographic area with varying legal and regulatory environments, competitive dynamics and cultural norms and customs and places significant burdens on our operations, engineering, finance and legal and compliance functions. During 2022 and 2023, we have discontinued several operations and markets, and decided to continue our operations in Egypt, Kingdom of Saudi Arabia (“KSA) and the United Arab Emirates (“UAE”). We incurred significant operating expenses as a result of our international presence and our expansion plans were subject to a variety of challenges, including:

Our limited experience in operating our business in multiple countries increases the risk that any potential expansion efforts that we may undertake will not be successful and that historically led to us exiting certain markets we were operating in due to difficulties in those markets and the funding available to maintain operation and growth. We intend to invest substantial time and resources to expand our operations internationally. As a result, if we are unable to manage these risks effectively, our business, financial condition and operating results could be adversely affected.

If we fail to effectively manage our growth and optimize our organizational structure, our business, financial condition and operating results could be adversely affected.

Since our launch in 2017, we have experienced rapid growth in our business, revenues and the number of users on our platform. We expect this growth to be slower than prior periods, focusing on profitability of the new expansions or growth in existing markets given the current market conditions which increase the cost of capital to support growth activities.

This growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. The steps we take to manage our business operations, including policies for employees, and to align our operations with our strategies for growth, may adversely affect our reputation and brand and our ability to recruit, retain and motivate highly skilled personnel.

Our ability to manage growth and business operations effectively and to integrate new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, then our reputation, brand, business, financial condition and operating results could be adversely affected.

We have not historically maintained insurance coverage for our operations. We may not be able to mitigate the risks facing our business and could incur significant uninsured losses, which could adversely affect our business, financial condition and operating results.

We do not currently maintain any insurance policies to cover general business liabilities, business interruptions, crime, losses of key personnel or security breaches and incidents relating to our network systems or operations. As a result, any losses arising from or relating to, among other things, personal injury, property damage, labor and employment disputes, commercial disputes, fraudulent transactions or other criminal activity, business interruptions, noncompliance with applicable laws and regulations, infringement or misappropriation of intellectual property or security or privacy breaches, or the successful assertion of one or more claims against or related to any of the foregoing, could require us to service such losses or claims using internal resources, which would have an adverse effect on our business, financial condition and operating results.

Our business depends on insurance coverage which is independently required to be maintained by the drivers using its platform.

We are in the process of obtaining coverage for general business liabilities and cyber insurance. We are also evaluating whether other types of insurance coverage may be appropriate for our business, such as transportation network company insurance. Nevertheless, we may not obtain enough insurance to adequately mitigate the operations-related risks we face, and some operations-related risks may not be covered at all. We may have to pay high premiums, self-insured retentions or deductibles for the coverage we do obtain. We may also be unable to obtain cyber insurance coverage in certain countries at commercially reasonable rates or at all, and it may experience losses as a result. Additionally, if any of our insurance providers becomes insolvent, such providers could be unable to pay any operations-related claims that we make. Certain losses may be excluded from insurance coverage.

We maintain and provides medical insurance for all drivers and riders using our platform only in Egypt. To do so, we rely on a limited number of third-party insurance service providers to service-related claims. If any of our third-party insurance service providers fails to service claims to our expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner unfavorable to drivers, riders or to us, we cannot guarantee that we would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all. If we cannot find alternate third-party insurance service providers on acceptable terms, we may incur additional expenses related to servicing such ride-related claims using internal resources.

Insurance providers have raised premiums and deductibles for many types of claims, coverages and for a variety of commercial risk and are likely to do so in the future. As a result, our insurance and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when policies are renewed or replaced to manage pricing pressure. Our business, financial condition and operating results could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages or (vi) an insurance policy is cancelled or not renewed.

There is no guaranty that we will be able to generate the revenue necessary to support our cost structure or obtain the level of financing necessary for our operations.

In the fiscal year ended December 31, 2024 (“FY 2024”), we incurred losses for the year of $9.61 million while reducing the negative cashflow from operations to $3.29 million. During the fiscal year ended December 31, 2023 (“FY 2023”), we achieved profits of $3.06 million and reduced the negative cashflow from operations to $9.1 million. We have funded our operations to date mainly through working capital cycles and external fundraising.

In FY 2024, we continued to revise our capital structure to be funded through working capital and cashflows generated from operations. We have also secured a working capital line to ensure that there is continuity of funds available for the Egyptian market if needed. Our current markets are profitable and generate sufficient cash flows for our day to day operations, however, Swvl and its subsidiaries (together, the “Group”) have incurred losses and negative cashflows on account of our corporate expenses and listing costs.

In FY 2023, we revised our capital structure to be funded through working capital and cashflows generated from operations. We were profitable in the largest operating market and achieved profitability and positive cashflow for the Group. We started also exploring opportunities for external debt financing from banks and financial institutions to obtain funding required to continue our operations.

We monitor our cash flow projections on a current basis and take active measures to accelerate the working capital cycle. However, these cash flow projections are subject to various uncertainties concerning their fulfilment such as the ability to increase revenues by attracting and expanding its customer base or reducing cost structure. If we will not succeed in generating sufficient cash flow or completing additional financing, then it will need to continue our cost reduction plan that has been started. Our transition to profitable operations is dependent on generating a level of revenue adequate to support our cost structure. We expect to fund operations using cash on hand, through operational cash flows and raising additional proceeds. There are no assurances, however, we will be able to generate the revenue necessary to support our cost structure or that we will be successful in obtaining the level of financing necessary for its operations.

An inability to generate positive cash flow from operating activities for the near term may adversely affect our ability to raise needed capital through external debt for our business on reasonable terms, or at all, diminish supplier or customer willingness to enter into transactions with us, and have other adverse effects that may decrease our long-term viability. There can be no assurance that we will achieve positive cash flow in the near future or at all.

Illegal, improper or otherwise inappropriate activity of riders, drivers or other users, whether or not occurring while utilizing our platform, could expose us to liability and harm our business, brand, financial condition and operating results.

Illegal, improper or otherwise inappropriate activities by riders, drivers or other users, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, our platform could adversely affect our brand, business, financial condition and operating results. These activities may include assault, theft, unauthorized use or sharing of rider or driver accounts and other misconduct. Such conduct could expose us to liability or adversely affect our brand or reputation.

While we have taken measures to guard against these illegal, improper or otherwise inappropriate activities, these measures may prove inadequate to prevent such activities or we may not be successful in implementing them effectively. Although we require certain qualification processes for drivers using our platform, including submission of criminal record checks in certain jurisdictions, these qualification processes may not expose all potentially relevant information and may be limited in certain jurisdictions according to national and local laws, and we may fail to conduct such qualification processes adequately or identify information that could be relevant to a determination of driver eligibility.

Further, any negative publicity related to the foregoing, whether an incident occurred on our platform, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for our platform and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and operating results.

Changes to our pricing could adversely affect our ability to attract or retain qualified drivers and riders to use our platform.

Demand for our offerings is sensitive to the price of rides. Many factors, including operating costs, legal and regulatory requirements or constraints and our current and future competitors’ pricing and marketing strategies, could significantly affect our pricing strategies. Competitors may offer, or may in the future offer, lower-priced or a broader range of offerings or use marketing strategies that enable them to attract or retain qualified drivers and riders at a lower cost than we do.

We use pricing algorithms to set prices depending on the route, time of day and expected rates of utilization. In the past, we have made pricing changes and spent significant resources on marketing rider incentives, and there can be no assurance that we will not be forced, through competitive pressures, regulation or otherwise, to reduce the price of rides for riders, to increase the rates we offer for driver services or to increase our marketing and other expenses to attract and retain qualified drivers and riders using our platform.

Furthermore, the economic sensitivity of drivers and riders using our platform may vary by geographic location, and as we expand into new markets, our pricing methodologies may not enable us to compete effectively in these locations. Local regulations may affect our pricing in certain geographic locations, which could amplify these effects. For example, we and other ridesharing companies have made commitments to the Egyptian Competition Authority not to set prices below certain profitability benchmarks with respect to their B2C ridesharing offerings in Egypt. We have launched, and may in the future launch, new pricing strategies and initiatives, such as subscription packages and driver or rider loyalty programs. We have also modified, and may in the future modify, existing pricing methodologies, such as our up-front pricing policy. Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders.

Any actual or perceived security or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition and operating results. We have previously experienced a data breach that resulted in the exposure of customer information.

Our business involves the collection, storage, transmission and other processing of our users’ personal and other sensitive data. An increasing number of organizations, including large online and off-line merchants and businesses, other large Internet companies, financial institutions and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, we may be unable to anticipate, detect or prevent these attacks.

We have previously experienced a data breach. In July 2020, unauthorized parties gained access to a Swvl database containing identifiable information of its riders by exploiting a breach in certain third-party software used by us. While such breach has not had a material impact on our business or operations and we have since implemented measures designed to restrict any similar data breach, unauthorized parties may in the future gain access to our systems or facilities through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce our employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on our platform could have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing and ransomware attacks are becoming increasingly common, and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

Although we have developed systems and processes that are designed to protect users’ data, prevent data loss and prevent other privacy or security breaches, these measures cannot guarantee security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our users’ payment card data and other personal information that are accessible through those systems. We are still a growing company and may not have sufficient dedicated personnel or internal oversight to detect, identify, and respond to all privacy or security incidents. Additionally, as we expand its operations, including sharing data with third parties or continuing the work-from-home practices of our employees (including increased use of video conferencing), our exposure to cyberattacks or security breaches may increase. Further, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although we have implemented policies restricting the access to the personal information it stores, these policies may be breached or prove inadequate.

Any actual or perceived breach of privacy or security could interrupt our operations, result in our platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with strategic partners and third-party service providers, result in significant legal, regulatory and financial exposure and lead to loss of driver or rider confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and operating results. Any breach of privacy or security impacting any entities with which we may share or disclose data could have similar effects. Further, any cyber-attacks or security and privacy breaches directed at our competitors could reduce confidence in the ridesharing industry as a whole and, as a result, reduce confidence in us.

Additionally, responding to any privacy or security breach, including defending against claims, investigations or litigation in connection with any privacy or security breach, regardless of their merit, could be costly and divert management’s attention. We do not currently maintain any insurance to cover security breaches and incidents or losses relating to its network systems or operations. As a result, the successful assertion of one or more large claims against us could have an adverse effect on our reputation, brand, business, financial condition and operating results. For more information see “Item 16K. Cybersecurity”.

Defects, errors or vulnerabilities in our applications, backend systems or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and operating results.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that we incorporate into our platform may also be subject to errors or vulnerability. Any errors or vulnerabilities discovered in our code or third-party software could result in negative publicity, loss of users, loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on our platform, or otherwise result in a data breach. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and operating results as well as negatively impact our reputation or brand.

We rely on various third-party product and service providers and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and operating results could be adversely affected.

Our success depends in part on our relationships with third-party product and service providers. For example, we rely on third-parties to fulfill various marketing, web hosting, payment, communications and data analytics services to support our platform. If any of our partners terminate their relationship with us or refuses to renew their agreement on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. While we do not own or operate vehicles, in the event that vehicle manufacturers issue recalls or the supply of vehicles or automotive parts is interrupted, affecting the vehicles operating on our platform, the availability of vehicles on our platform could become constrained.

In addition, our business may be adversely affected to the extent the software and services used by our third-party service providers do not meet expectations, contain errors or vulnerabilities, are compromised or experience outages. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against suppliers, licensors or ourselves, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed. If we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of its offerings, which could adversely affect our business, financial condition and operating results.

Any of these risks could increase our costs and adversely affect our business, financial condition and operating results. Further, any negative publicity related to any of our strategic partners and third-party service providers, including any publicity related to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

If we fail to effectively predict rider demand and set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using our platform, our business, financial condition and operating results could be affected.

We rely on our proprietary technology to predict and dynamically update routing in response to changes in demand, to optimize pricing in response to such demand and to maximize per-vehicle utilization. If we are unable to effectively predict and meet rider demand and to update our routing and pricing accordingly, we may lose ridership and its revenues may decrease. In addition, riders’ price sensitivity varies by geographic location, among other factors, and if we are unable to effectively account for such variability in our pricing methodologies, our ability to compete effectively in these locations could be adversely affected. Our success also depends, in part, on our ability to match route plans with the availability and preferences of the drivers using our platform. If we are unable to determine and allocate routes in a manner consistent with the availability and preferences of such drivers, drivers may reduce or discontinue their participation on our platform and may use competitors’ platforms. Any of the foregoing risks could negatively impact our business, financial condition and operating results.

If we are not able to successfully develop new offerings on our platform and enhance our existing offerings, our business, financial condition and operating results could be adversely affected.

Our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings and to improve upon and enhance existing offerings. As a result, we may introduce significant changes to our existing offerings or develop and introduce new and unproven offerings. If any of our new or enhanced offerings are unsuccessful, including as a result of any inability to obtain and maintain required permits or authorizations or other regulatory constraints or because they fail to generate sufficient return on our investments, our business, financial condition and operating results could be adversely affected.

Furthermore, new driver or rider demands regarding platform features, the availability of superior competitive offerings or a deterioration in the quality of our offerings or ability to bring new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of our platform and the economics of our business, requiring us to make substantial changes to and additional investments in our offerings or business model. In addition, Swvl frequently experiments with and tests different offerings and marketing strategies. If these experiments and tests are unsuccessful, or if the offerings and strategies we introduce based on the results of such experiments and tests do not perform as expected, our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.

Our market is characterized by rapid technology change, particularly across the anticipated TaaS and SaaS offerings, which require us to develop new products and product innovations, and any delays in such development could adversely affect market adoption of our products and our financial results. Developing and launching new offerings or enhancements to the existing offerings on our platform, such as our launch of our TaaS offering in 2020 and our subsequent launch of our SaaS offering for use by corporate customers and other third parties, involves significant risks and uncertainties, including risks related to the reception of such offerings by existing and potential future drivers and riders, increases in operational complexity, unanticipated delays or challenges in implementing such offerings or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast rider demand and the number of drivers using our platform) and negative publicity in the event such new or enhanced offerings are perceived to be unsuccessful. We intend to continue to scale our business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting our business.

In addition, developing and launching new offerings and enhancements to our existing offerings may involve significant up-front capital investments. Such investments may not generate a positive return on investment. Further, from time to time we may reevaluate, discontinue and/or reduce these investments and decide to discontinue one or more of its offerings. Any of the foregoing risks and challenges could negatively impact our ability to attract and retain qualified drivers and riders, our ability to increase utilization of our offerings and our visibility into expected operating results, and could adversely affect our business, financial condition and operating results. Additionally, our near-term operating results may be impacted by long-term investments in the future.

We may require additional capital to support the growth of our business, which capital may not be available on terms acceptable to us, or at all. To the extent we obtain additional capital through future issuances of our Securities, such issuances could dilute the interests of existing shareholders.

Since commencing operations in 2017, we have funded our operations and capital expenditures primarily through equity issuances, convertible note issuances. By the end of 2022 along with the economic downturn, we shifted dependency to rely more on cash generated from operations rather than equity issuances to avoid dilution to shareholders. To support and grow our business, we must have sufficient capital.

We may issue additional Swvl Securities in the future, for example, under employee incentive plans, in the public market, in a private placement or as part of an acquisition in which the seller receives our Securities as consideration. The issuance of additional Swvl Securities by us may significantly dilute the equity interests of existing Swvl shareholders and could cause a change in control if a substantial number of our Securities are issued, which may adversely affect prevailing market prices for our Securities.

Our ability to obtain financing in the future will depend upon, among other things, our development efforts, business plans and operating performance and the condition of the capital markets at the time we seek such financing. We cannot be certain that additional financing will be available to us on favorable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us or within the timeframe we require, our ability to continue to support its business growth and to respond to business challenges could be significantly limited, and our business, financial condition and operating results could be adversely affected.

Our metrics and estimates, including the key metrics included in this Report, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business, financial condition and operating results.

We regularly review and may adjust our processes for calculating the metrics used to evaluate growth, measure performance and make strategic decisions. These metrics, including utilization, avoided emissions and driver retention rates, among others, which are calculated using internal company data and have not been evaluated by a third-party. Our metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely, and we may make material adjustments to our processes for calculating our metrics in order to enhance accuracy, because better information becomes available or for other reasons, which may result in changes to such metrics. The estimates and forecasts we disclose relating to the size and expected growth of our addressable market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth we have forecasted, our business could fail to grow at similar rates, if at all. Additionally, while we may at times create and publish metrics or other disclosures regarding environmental, social and governance (“ESG”) matters, many of the statements in those voluntary disclosures are based on expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain given the long timelines involved and the lack of an established single approach to identify, measuring, and reporting on many ESG matters. If investors or analysts do not consider our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, then our business, financial condition and operating results could be adversely affected.

Our marketing efforts to help grow our business may not be effective.

Promoting awareness of our offerings is important to our ability to grow our business and to attract new qualified drivers and riders and can be costly. We believe that much of the growth in our rider base and the number of drivers using our platform is attributable to our paid marketing initiatives. Our marketing efforts currently include offline marketing (such as billboard advertisements and in-person promotional events), online marketing (such as social media and Internet-driven advertising campaigns), and partnerships with other businesses, through which we offer promotions and other incentives to the customers of such businesses. As we expand our business into new markets, our marketing initiatives may become increasingly expensive, and generating a meaningful return on those initiatives may be difficult. Even if we successfully increase revenue due to our paid marketing efforts, such an increase may not offset the additional marketing expenses we incur.

If our marketing efforts are not successful in promoting awareness of our offerings or attracting new qualified drivers, riders, or corporate customers, or if we cannot cost-effectively manage our marketing expenses, our operating results and financial condition could be adversely affected. If our marketing efforts successfully increase awareness of its offerings, this could also lead to increased public scrutiny of our business and increase the likelihood of third parties bringing legal proceedings against us. Any of the foregoing risks could harm our business, financial condition, and operating results.

Any failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition, and operating results.

Our ability to attract and retain drivers, riders and corporate customers to use our platform depends partly on the ease and reliability of our offerings, including our ability to provide high-quality support. Riders, drivers and other users of our platform depend on our support services to resolve any issues relating to our offerings, such as issues relating to payments or reporting a safety incident. Our ability to provide adequate and timely support is dependent on our ability to automate support services for simple issues (such as route inquiries) and, for other issues, to retain and deploy third-party service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings. As we continue to grow our business and improve and expand our offerings, we will face challenges in providing quality support services at scale. As we expand our offerings into new territories, we will be required to provide support services specific to our offerings and the needs of users in the applicable market. Any failure to provide high-quality user support, or a market perception that we do not offer high-quality support, could adversely affect our reputation, brand, business, financial condition and operating results.

Systems failures and resulting interruptions in the availability of our website, applications, platform, or offerings could adversely affect our business, financial condition, and operating results.

Our systems, or those of the third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems may also be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our employees. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities. Any business interruption insurance that we obtain in the future may not be adequate to cover all our losses that may result from interruptions in our service due to systems failures and similar events.

We may experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings. These events could result in loss of revenue. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of our offerings could adversely affect our business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm to the users using our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

Our business could be adversely impacted by changes in users’ access to the Internet and mobile devices or unfavorable changes in, or our failure to comply with, existing or future laws governing the Internet and mobile devices.

Our business depends on users’ access to our platform via the Internet and mobile devices. We operate in and plans to expand into markets that may have low levels of Internet penetration or provide limited Internet connectivity in some areas. The price of mobile devices and Internet access may limit our potential growth in such markets. Internet infrastructure in such markets may not support, and may be disrupted by, continued growth in the number of Internet users, their frequency of use or their bandwidth requirements. Any such failure in Internet or mobile device accessibility, even for a short period, could adversely affect our business, financial condition, or operating results.

We are subject to several laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and our offerings, require us to change our business practices, or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, mobile and other communications, advertising practices, consumer protections, online payment services, and the characteristics and quality of offerings, among other things. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand, a loss of users, and fines or proceedings by governmental agencies, any of which could adversely affect our business, financial condition and operating results.

We rely on mobile operating systems and application marketplaces to make our mobile applications available to the drivers and riders using our platform. If we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, our usage or brand recognition could decline and our business, financial results and operating results could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make its applications available to drivers and riders using our platform. Any changes in such systems and application marketplaces that degrade the functionality of our applications or give preferential treatment to competitors’ applications could adversely affect the usage of our platform. If such mobile operating systems or application marketplaces limit or prohibit us from making its applications available to drivers and riders, make changes that degrade the functionality of our applications, increase the cost of using its applications, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to it, or if the placement of competitors in such mobile operating systems’ application marketplaces is more prominent than the placement of our applications, overall growth in our rider or driver base could slow. Our applications have experienced fluctuations in number of downloads in the past, and we anticipate fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition and operating results.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our applications. Additionally, we need to ensure that its offerings are designed to work effectively with a range of mobile technologies, systems, networks, and standards to deliver high-quality applications. We may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance the experience of drivers and riders. If drivers or riders on our platform encounter any difficulty accessing or using our applications on their mobile devices, or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition, and operating results could be adversely affected.

Our product integrates with other third-party applications, products and services, which we do not control. We may not be able to ensure compatibility with third parties’ product developments and we may not ensure that these third-parties’ applications, products and services will not disrupt the interoperability of our platform. Should any of these third parties’ applications, products or services degrades the functionality or performance of our product, our business and operating results may be adversely affected.

Our platform integrates with various communications, ticketing, payment and social media vendors. As our offerings expand and evolve, our platform may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products, and services are constantly evolving, and we may not be able to maintain or modify its platform to ensure its compatibility with third-party offerings following development changes. In addition, some of our competitors or third-parties upon which we rely may take actions that disrupt the interoperability of our platform with their products or services or exert strong business influence on our ability to operate and distribute its platform or the terms on which it does so. As our respective products evolve, we expect the types and levels of competition to increase. Should any of our competitors or other third-parties modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services, our products, platform, business, financial condition and operating results could be adversely affected.

We do not have written contractual arrangements in place with certain of its historically material customers. In any event of a dispute, the lack or a written contract would make it difficult for us to enforce its right under such agreements, if at all.

We have provided TaaS services to certain corporate customers without a written contract governing such arrangement. These non-contractual arrangements with TaaS customers made up approximately 7% and 2% of our revenue in each of fiscal year ended December 31, 2021 and fiscal year ended December 31, 2022, respectively, while there was none in the fiscal years ended December 31, 2024 and December 31, 2023. While the counterparties have performed under such arrangements without any material disputes, in the event of a dispute, the lack of a written contract could make it particularly difficult for us to enforce its rights under the arrangement, if at all. During 2023, Swvl entered into definitive documentation to govern its relationships with such corporate customers and progressed in setting up internal procedures to ensure that future relationships are governed by written contractual arrangements at the outset. As a result, Swvl was able to eliminate the percentage of revenue attributable to TaaS customers without contractual arrangements over time and operate only after getting into definitive documentation with all TAAS customers.

Our business may be adversely affected by current or future unfavorable economic and market conditions, natural disasters, public health crises, political crises, or other unexpected events.

A natural disaster, such as an earthquake, fire, hurricane, tornado or flood, or significant power outage, could disrupt our operations, mobile networks, the Internet or the operations of our third-party technology providers. In addition, any public health crises, other epidemics, political crises, such as terrorist attacks, war and other political or social instability, or other catastrophic events could adversely affect our operations or the economy as a whole. Moreover, the likelihood of such events may increase as a result of climate change or other systemic impacts. Climate change may also put pressure on companies like us that rely on hydrocarbons for their operations to reduce its carbon emissions which may result in additional costs to us. The impact of such events or other disruption to us or its third-party providers’ abilities could result in decreased demand for our offerings or a disruption in the provision of our offerings, which could adversely affect our business, financial condition and operating results.

Our business, financial condition and operating results are also subject to general economic conditions in the markets in which we operate. Any deterioration of economic conditions in such markets could lead to, among other things, increased unemployment and decreased consumer spending and commercial activity. As a result, demand for our platform by riders and drivers may decline. We cannot predict the timing or duration of any economic slowdown or subsequent economic recovery in the markets in which we operate or intends to operate. An economic downturn resulting in a prolonged recessionary period may adversely affect our business, financial condition and operating results.

Our operations are subject to currency volatility and inflation risk.

The U.S. dollar is our financial presentation currency as a group. We also derive revenues and incurs expenses in other currencies relevant to each country of operations, including Egyptian pounds and Saudi Ryals. We currently operate in Egypt and Saudia Arabia. Operations in Egypt are in Egyptian pounds and subject to currency devaluation as the Egyptian pounds devaluated around 63% in the period between January 2024 and the date of this Annual Report and is expected to decline further in value against the U.S. dollar. We are therefore subject to foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, we are exposed to the risk that, if the Egyptian pound devalue relative to the dollar, inflation rates may exceed the speed of devaluation, or that the timing of such depreciation may lag behind inflation. The dollar cost of our operations would increase in any such event, and our dollar-denominated operating results would be adversely affected.

Generally, increases in inflation raise our costs for commodities, labor, services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely affect our financial condition. Increases in inflation, geopolitical developments and global supply chain disruptions, may cause, global economic uncertainty and uncertainty about the interest rate environment. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.

Risks Related to Regulatory, Legal and Tax Factors Affecting us

We may be subject to general litigation, regulatory disputes and government inquiries.

As a growing company with expanding operations, we may in the future increasingly face the risk of claims, lawsuits, government investigations and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters.

We cannot predict the outcome of such disputes and inquiries with certainty. Regardless of the outcome, these can have an adverse impact on us because of legal costs, diversion of management resources and other factors. Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or services or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liabilities, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Uncertainties with respect to the legal systems in the jurisdictions in which we operate, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect our business, financial condition and operating results.

Since 2023, we operate only in Egypt and Saudi Arabia with our headquarters office in Dubai, UAE and in Riyadh, Saudi Arabia. During FY 2024, we expanded our operations in the UAE.

There are, and will likely continue to be, substantial uncertainties regarding the interpretation and application of laws and regulations in the jurisdictions in which we operate, including the laws and regulations governing our business, the enforcement and performance of contractual arrangements and the protection of intellectual property rights. The legal systems in the countries in which we operate may not be as predictable or developed as that of the United States, and in particular, may not have developed laws and regulations relating to the ridesharing industry. As a result, existing laws and regulations may be applied inconsistently and, in certain circumstances, it may be difficult to determine what actions or omissions may be deemed to violate applicable laws and regulations. There can be no assurance that our business will not be found to violate applicable laws or regulations in these jurisdictions in the future.

In addition, the jurisdictions in which we have business operations may in the future enact new laws and regulations relating to the Internet, emissions and other environmental matters associated with ridesharing operations, the ridesharing industry generally and the operation of our business, and the interpretation and enforcement of such laws may involve significant uncertainties. New laws and regulations that affect our existing and proposed future businesses may also be applied retroactively.

We are, and may in the future be, required to hold registrations, licenses, permits and approvals in connection with its business operations. New laws and regulations may be adopted from time to time that require us to obtain registrations, licenses, permits and approvals in addition to those we already hold. We do not hold all of the required licenses and registrations for certain jurisdictions where we operate.

Other than ordinary course business permits generally applicable to companies operating in each particular jurisdiction and regulations pertaining to foreign investment (described in further detail below), we do not believe it is required to obtain any other registrations, licenses, permits or approvals to conduct our business as presently conducted in each of the other jurisdictions in which we operate. We further believe that we possesse all such business permits, the failure of which to possess would be material to our operations as presently conducted in the jurisdictions in which we operate. However, as regulation of the ridesharing industry in these jurisdictions remains under development, new laws and regulations may be adopted or implemented that could increase or otherwise change the requirements applicable to us. In addition, regulators may interpret existing laws and regulations that were not intended to apply to ridesharing businesses to apply to us or our operations. Further, we may expand our operations in the jurisdictions in which we operate in ways that would require additional licenses. If we fail to obtain any required registrations, licenses, permits or approvals or is otherwise found to be operating its business in a manner that is not compliant with applicable law, we may be subject to fines, revocation of our licenses and permits or other sanctions or be required to discontinue or restrict our operations in such jurisdictions. Any such required registrations, licensees, permits and approvals may be difficult for us to obtain. We cannot predict the effect that the interpretation of existing or new laws or regulations may have on our business.

In addition, governments in the jurisdictions we operate or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or operating in such jurisdictions. Because we are incorporated in the British Virgin Islands, we may be deemed to be foreign investors and therefore be subject to such restrictions or controls. As a result, there may be a risk of loss due to, among other things, expropriation, nationalization or confiscation of assets or the imposition of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in such jurisdictions. While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage and protect investment by BVI persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover the jurisdictions in which we operate in or that such treaties or agreements will be fully implemented or effective. In other cases, we are not able to take advantage of certain treaties because we are a British Virgin Islands company and are therefore exposed to additional risk of such loss.

While we are not aware of any material limitations on foreign investment in the jurisdictions in which we operate, we are required to comply with certain regulations related to such investment. In the UAE, foreign investors are required to operate via an onshore licensed entity or an onshore branch of a foreign or free zone entity. We have established such an onshore branch and has obtained the requisite licenses and approvals for such branch’s operations. We may become subject to additional limitations and regulations as we expand our operations in the jurisdictions in which we operate and into new jurisdictions, and such limitations and regulations may impair our ability to operate effectively in such jurisdictions.

Any of the foregoing or similar occurrences or developments could significantly disrupt our business operations and restrict us from conducting a substantial portion of our business operations in these jurisdictions, which could adversely affect our business, financial condition or operating results.

As we expand our offerings, we may become subject to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect our business, financial condition, and operating results.

As we continue to expand our offerings and user base, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Many of these laws and regulations were adopted prior to the advent of our industry and related technologies and, as a result, do not contemplate or address the unique issues faced by our industry.

Despite our efforts to comply with applicable laws, regulations and other obligations relating to its offerings, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure to comply with such laws, regulations or obligations may result in us being blocked from or limited in providing or operating our products and offerings in such jurisdictions, or it may be required to modify our business model in those or other jurisdictions as a result. Moreover, our failure, or the failure by our third-party service providers, to comply with applicable laws or regulations or any other obligations relating to our offerings, could harm our reputation and brand, discourage new and existing drivers and riders from using our platform, lead to refunds of rider fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect our business, financial condition and operating results.

We are subject to various laws relating to anti-corruption, anti-bribery, anti-money laundering, and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption. We have not implemented, or have only recently implemented, certain policies and procedures for the operation of our business and compliance with applicable laws and regulations, including policies with respect to anti-bribery and anti-corruption matters and cyber protection.

We are subject to anti-corruption, anti-bribery, and anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which we do business. We will be subject to such laws in other jurisdictions in the future, including, for example, the FCPA. These laws generally prohibit us, our employees and agents from improperly influencing government officials or commercial parties to, among other things, obtain or retain business, direct business to any person, or gain any improper advantage. Under applicable anti-bribery and anti-corruption laws, we could be held liable for acts of corruption and bribery committed by third-party business partners and service providers, representatives, and agents who acted on our behalf.

We have operations in, and have business relationships with, entities in countries known to experience high levels of corruption. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the risk that we could be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries and their respective employees, representatives, contractors, and agents, even if we do not authorize such activities. Our employees from time to time consult or engage in discussions with government officials in the jurisdictions where we operate with respect to potential changes in government policies or laws relating to the mass transit ridesharing industry, which may heighten such anti-corruption-related risks.

In addition, our activities in certain countries with high levels of corruption enhance the risk of unauthorized payments or offers of payments by business partners and service providers, employees, or consultants in violation of various anti-corruption laws, including the FCPA, even though the actions of these parties are often outside our control. We adopted anti-bribery and anti-corruption policies in September 2020, enhanced our policies in December 2021 and implementation of these policies is ongoing. While these policies are intended to address compliance with such laws, there can be no guarantee that they are or will be fully effective at all times, and our employees and agents may take actions in violation of our anti-bribery and anti-corruption policies or applicable laws, for which we may be ultimately held responsible. We are in the process of reviewing our compliance program to identify areas for enhancements, and we intend to continuously update and improve its compliance program as it expands its operations into new jurisdictions and becomes subject to a larger number of anti-corruption-related laws. However, there remains no guarantee that any such expanded compliance program will be fully effective at all times.

Any violation of applicable anti-bribery, anti-corruption, anti-money laundering, and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to our reputation and brand, investigations, imposition of significant legal fees, severe criminal or civil sanctions and disgorgement of profits, suspension or loss of required licenses and permits, exit from an important market, substantial diversion of management’s attention, a drop in our share price, or other adverse consequences, any or all of which could have a material and adverse effect on our business, financial condition and operating results.

We may be subject to claims, lawsuits, government investigations and other proceedings that adversely affect our business, financial condition and operating results.

We have been subject to claims, lawsuits, government investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving labor and employment, commercial disputes and tax matters. For more information see “Item 8. Financial Information” under section “Legal Proceedings”.

We expect to continue to be subject to claims, lawsuits, government investigations and other legal or regulatory proceedings in the ordinary course of business, which may involve any of the foregoing matters as well as licensing and permits, pricing practices, competition, consumer complaints, personal injury, anti-discrimination, intellectual property disputes and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and other legal or regulatory proceedings as our business grows and as we deploy new offerings. Moreover, certain liabilities may be imposed by jurisdictions where we operate, including tax liability, which may subject it to regulatory enforcement procedures if it does not or cannot comply.

The results of any such claims, lawsuits, government investigations or other legal or regulatory proceedings cannot be predicted. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, harm our reputation, require significant management attention and divert substantial resources. It is possible that a resolution of such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and operating results. These proceedings could also result in harm to our reputation and brand, sanctions, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and operating results. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners.

A determination in, or settlement of, any legal proceeding, whether we are a party to such legal proceeding or not, that involves our industry could harm our business, financial condition and operating results. For example, a determination that classifies a driver of a ridesharing platform as an employee, whether we are a party to such determination or not, could cause us to incur significant expenses or require substantial changes to our business model.

In addition, our regularly includes arbitration provisions in our terms of service with drivers and riders using our platform. These provisions are intended to streamline the dispute resolution process for all parties involved, as arbitration can, in some cases, be faster and less costly than litigating disputes in court. However, arbitration may become more expensive, or the volume of arbitration may increase and become burdensome. The use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny in certain jurisdictions.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration across the jurisdictions in which we operate and may operate in the future, there is a risk that some or all of our arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If our arbitration agreements were found to be unenforceable, in whole or in part, or particular claims are required to be exempted from arbitration, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and qw could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition and operating results.

Failure to protect or enforce our intellectual property rights could harm our business, financial condition and operating results.

Our success is dependent in part upon protecting our intellectual property rights and technology (such as code, confidential information, data, processes and other forms of information, knowhow and technology). As we grow, we will continue to develop intellectual property that is important for our existing or future business. We rely on a combination of copyright, trademark, service mark, trade secret, know-how and confidential information laws and contractual restrictions to establish and protect our intellectual property. However, the steps we take to protect our intellectual property may not be sufficient and may vary by jurisdiction.

Even if we do detect violations, we may need to engage in litigation to enforce our rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert the attention of management. While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology, reverse engineer our data and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in the rapidly evolving and increasingly competitive mass-transit ridesharing industry.

As of March 15, 2025, we have one patent pending in the United States. We have no other patent applications filed, or under examination in key global jurisdictions. Our failure to register our brand names or logos in jurisdictions in which we operate could allow competitors to register the same or similar names or logos that confuse potential consumers and/or prevent us from subsequently protecting our names and logos. Some license provisions that protect against unauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain countries. The laws of some countries do not provide the same level of protection of intellectual property as the laws of the United States, and adequate intellectual property protection may not be available or may be limited in such countries. Our intellectual property protection and enforcement strategy is influenced by many considerations, including costs, where we have business operations, where we might have business operations in the future, legal protections available in a specific jurisdiction and/or other strategic considerations. As such, we do not have identical or analogous intellectual property protection in all jurisdictions, which could limit our freedom to operate as we expand into new jurisdictions. As we expand our offerings into new jurisdictions, our exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase. We may need to expend additional resources to protect, enforce or defend our intellectual property, which could harm our business, financial condition or operating results. We may also need to expend additional resources to understand and analyze the varying protections available in different jurisdictions and whether formal protection for intellectual property, such as rights in software, is available, commercially advisable and/or enforceable.

We enter into confidentiality and intellectual property assignment agreements with employees and contractors and enter into confidentiality agreements with third-party providers and corporate customers. There can be no assurance that these agreements will effectively control access to, and use and distribution of, our platform and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings. Competitors and other third parties may also attempt to reverse engineer our data, which would compromise our trade secrets and other rights.

We may be required to spend significant resources monitoring and protecting our intellectual property rights, and some violations may be difficult or nearly impossible to detect. Litigation to defend and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in us substituting inferior or more costly technologies into our platform or harm our reputation or brand. In addition, we may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms and could adversely affect our ability to compete.

The ridesharing industry has also been subject to attempts to steal intellectual property. Although we take measures to protect our property, if we are unable to prevent the theft of our intellectual property or its exploitation, the value of our investments may be undermined and our business, financial condition and operating results may be negatively impacted.

Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business, financial condition and operating results.

Technology companies are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own or otherwise obtained. As our public profile grows and the number of competitors in our markets increases, and as we continue to develop new technologies and intellectual property, the possibility of intellectual property rights claims against us may grow. From time to time, third parties may assert claims of infringement of intellectual property rights against us. We do not hold any granted patents but has one pending patent. Competitors of us and others may now and in the future have significantly larger and more mature patent portfolios than have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patents (if and when acquired) may therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third-party, even those without merit, could cause us to incur substantial costs defending against such claim, could distract management’s attention from the operation of our business and could require us to cease our use of certain intellectual property. Furthermore, because intellectual property litigation may involve a substantial amount of discovery, we may risk compromising our own confidential information in the course of any such litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely affect our business, financial condition and operating results.

With respect to any intellectual property rights claim, we may have to seek out a license to continue operations if found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third-party does not offer us a license to our intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology or other intellectual property, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect our business, financial condition and operating results.

Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect our business.

We receive, transmit and store a large volume of personally identifiable information and other data relating to the users of our platform. Numerous national and international laws, rules and regulations applicable to the jurisdictions in which we operate relate to privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain types of data. These laws, rules and regulations evolve frequently, and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another and may conflict with each other. For example, changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our offerings, require significant changes to our operations or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future. Further, as we continue to expand our platform offerings and user base, we may become subject to additional privacy-related laws and regulations. Since we are no longer operating in the European Union (“EU”), we are no longer subject to the General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679). However, if in the future we will continue our operations in the EU, we may be subject to GDPR (please see the risk factor “We may face particular privacy, data security, and data protection risks if we decide to expand in the future into the European Union or United Kingdom in connection with the GDPR and other data protection regulations” below). Additionally, we have incurred, and expect to continue to incur, expenses in an effort to comply with privacy, data protection and information security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other driver or rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing drivers and riders from using our platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition and operating results. Even if not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition and operating results.

We may face particular privacy, data security, and data protection risks if we decide to expand in the future into the European Union or United Kingdom in connection with the GDPR and other data protection regulations.

While we are currently not operating in the EU or the United Kingdom, future expansion into the EU or the United Kingdom or marketing directed to those jurisdictions may subject us and certain personal data it processes to the GDPR (Regulation (EU) 2016/679), supplemented by national laws and further implemented through binding guidance from the European Data Protection Board, which regulates the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements with significant penalties, and the risk of civil litigation, for noncompliance.

Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. The enactment of the GDPR also introduced numerous privacy-related changes for companies operating in the EU, including greater control for data subjects (including, for example, the “right to be forgotten”), increased data portability for EU consumers, data breach notification requirements, and increased fines. The GDPR requirements likely apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information.

Since January 2021 (when the transitional period following Brexit expired), there are two parallel regimes with potentially divergent interpretations and enforcement actions for certain violations. The European Commission adopted an adequacy decision for the U.K., which means that certain aspects of data protection law between the U.K. and EU will remain the same. However, because the U.K.’s Information Commissioner’s Office remains the independent supervisory body regarding the U.K. GDPR but will not be the regulator for any activities under the GDPR, there may be increasing divergence in application, interpretation and enforcement of the data protection law as between the U.K. and the European Economic Area.

As a result of the Shotl acquisition, we were previously subject to the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law. Additionally, in 2022 we started to bring all of our operations (legacy and post-Shotl acquisition) into compliance with the GDPR. However, pursuant to the exit of European markets and the sale back for Shotl’s ownership stake, the process of GDPR compliance is now paused, and  we are also no longer subject to the U.K. GDPR. Such process of GDPR compliance may be continued only if we decided to expand into the European market again.

Noncompliance could result in the commencement of legal proceedings against us by governmental and regulatory entities or others. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with the GDPR (if applicable) or other applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in litigation, breach notification obligations, regulatory or administrative sanctions, additional cost and liability to us, harm to our reputation and brand, damage to our relationships with riders, drivers and corporate customers and have an adverse effect on our business, financial condition and operating results. In particular, under the GDPR, fines of up to €20 million or up to 4% of the annual global revenue of the non-compliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects.

The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Our business would be adversely affected if the drivers using our platform were classified as employees.

The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Certain global ridesharing businesses are currently involved in legal proceedings in multiple jurisdictions, including putative class and collective action lawsuits, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities, that claim that drivers using their platforms should be treated as employees (or as workers or quasi-employees where those statuses exist) of such companies, rather than as independent contractors.

We classify the drivers that use our platform as independent contractors or as employees of third parties in certain of the jurisdictions in which we currently operate. However, in certain of the jurisdictions that we operate, such classifications are based on an interpretation of applicable law, and our interpretation may be subject to challenge. In particular, in Egypt, as the Egyptian Ridesharing Laws (as defined below) do not require drivers to be classified as employees, any challenge to our determination that drivers are not employees would need to be based on principles of Egyptian labor laws. Under such laws, a person is classified as an employee if he or she works in exchange for a salary for an employer and under the employer’s control and supervision. Thus, in assessing whether drivers should be classified as employees in Egypt, we consider, among other things, the level of direct administration and supervision it has over drivers using our platform.

While we believe our classification of drivers as independent contractors in each of the jurisdictions we operate currently (Egypt and KSA) is correct, we may in the future be subject to proceedings relating to the classification of drivers using our platform as laws and regulations governing the ridesharing industry, labor and employment develop further (or if interpretations of existing laws and regulations change) and as we expand our business operations in new jurisdictions. We may incur substantial expenses in defending such proceedings. If we are not successful in defending such proceedings, we may be required to pay significant damages to drivers or incur other fines, penalties or sanctions. In addition, if, as a result of legislation or judicial decisions in jurisdictions where the employee-contractor distinction is applicable, we are required to classify drivers as employees in such jurisdictions, we may incur significant additional expenses for compensating drivers or making payments on their behalf, including expenses associated with the application of, as applicable, wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. In such event, we may be required to increase our pricing to offset these additional expenses or to discontinue lower-margin offerings or routes, abandon its efforts to expand into new markets or forego other expenditures, such as marketing or hiring key personnel. As a result, our ability to attract new riders and to retain existing riders could be adversely affected and utilization of our platform may decrease. Any of the foregoing risks would have an adverse effect on our business, financial condition and operating results.

We could be subject to claims from riders, drivers or third parties that are harmed whether or not our platform is in use, which could adversely affect our brand, business, financial condition and operating results.

We may be subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third parties that may be attributed to us through our offerings. We may also be subject to claims alleging that we are directly or vicariously liable for the acts of the drivers using our platform or for harm related to the actions of drivers, riders, or third parties, or the management and safety of our platform and assets. We may also be subject to personal injury claims whether or not such injury actually occurred as a result of activity on our platform. We may incur expenses to settle personal injury claims, which we may choose to settle for reasons including expediency, protection of our reputation and to prevent the uncertainty of litigating, and we expect that such expenses may increase as our business grows and we face increasing public scrutiny. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders, drivers or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition and operating results. Our insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability we face, especially where any one incident, or a group of incidents, could cause disproportionate harm, and we may have to pay high premiums or deductibles for our coverage and, for certain situations, we may not be able to secure coverage at all. Any of the foregoing risks could adversely affect our business, financial condition and operating results.

We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased, and are likely to continue to increase, both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the BVI and the various countries and cities in which we operate. Our efforts to comply with new and changing laws and regulations in the jurisdictions in which we operate have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations and changes due to the emerging nature of the markets in which we operate, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.

Because we have expansion plans, our effective tax rate may fluctuate or increase in the future. Future effective tax rates could be affected, possibly materially, by changes in tax laws or the regulatory environment, the recognition of operating losses in jurisdictions where no tax benefit can be recorded under the applicable method of accounting, changes in the composition of operating income across tax jurisdictions, changes in deferred tax assets and liabilities, or changes in accounting and tax standards or practices.

Due to the complexity of multinational tax obligations and filings, we may have a heightened risk related to audits or examinations by the relevant taxing authorities. Outcomes from these audits or examinations could have an adverse effect on our after-tax profitability and financial condition. Additionally, various taxing authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Taxing authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to Our Status as a Public Company and Ownership of our Securities

As of December 31, 2024, our principal shareholders, officers and directors beneficially owned approximately 38% of our outstanding Ordinary Shares. They will therefore be able to exert significant control over matters submitted to our shareholders for approval.

As of December 31, 2024, our principal shareholders, officers and directors, in the aggregate, beneficially owned approximately 45.5% of our outstanding Ordinary Shares. This significant concentration of share ownership may adversely affect the trading price for our Ordinary Shares because investors often perceive disadvantages in owning shares in companies with controlling shareholders. As a result, these shareholders, if they acted together, could significantly influence matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of these shareholders may not always coincide with our interests or the interests of other shareholders.

Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our Ordinary Shares, negatively impact the price of our Ordinary Shares and negatively impact our ability to raise additional capital.

Pursuant to Nasdaq Listing Rule 5550(b)(1), 5550(b)(2) and 5550(b)(3) (the “Nasdaq Listing Rule”), we are required to maintain a minimum of $2,500,000 in shareholders’ equity, have market value of listed securities of at least $35 million, or have net income from continuing operations of $500,000 for continued listing on The Nasdaq Capital Market. As of December 31, 2024 and as of the date of this Report, our market value of listed securities is above $35 million, however there can be no assurance that we will continue to meet such Nasdaq requirements in the future.

In order to maintain this listing, we must comply with Nasdaq Listing Rule 5550(a)(2), which requires the minimum bid price of our Ordinary Shares on Nasdaq to remain above $1.00. If the bid price of our Ordinary Shares closes below $1.00 per share for thirty consecutive trading days, we would be in violation of Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we would have 180 calendar days to regain compliance with the minimum bid requirement to achieve compliance with the minimum bid price requirement. If we violate Nasdaq listing requirements, our Securities may be delisted.

We have previously received written notice from Nasdaq indicating that, as a result of not having timely filed its Annual Report for the fiscal year ended December 31, 2022, we were not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission.  Although we have since regained compliance, and thus maintained our listing, there can be no assurance that we will continue to meet all applicable Nasdaq requirements in the future.

If our Ordinary Shares are removed from listing with the Nasdaq, it may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a “penny stock” to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange, which is the exception on which we currently rely. For any transaction involving a “penny stock,” unless exempt, the rules impose additional sales practice requirements on broker-dealers, subject to certain exceptions. If our Ordinary Shares were delisted and determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our Ordinary Shares and an investor may find it more difficult to acquire or dispose of our Ordinary Shares on the secondary market.

If our Ordinary Shares is delisted and there is no longer an active trading market for our shares, it may, among other things:

A delisting would also reduce the value of our equity compensation plans, which could negatively impact our ability to retain employees.

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In addition, our Board may determine that the cost of maintaining the listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Securities may materially impair shareholders’ ability to buy and sell our Ordinary Shares and could have an adverse effect on the market price of, and the efficiency of the trading market for our Securities. The delisting of our Securities could significantly impair our ability to raise capital and the value of your investment.

The market price of our Ordinary Shares and Warrants could fluctuate significantly, which could cause you to lose some or all of your investment in our Securities and also subject us to litigation.

The market price of our Ordinary Shares and Warrants is affected by the supply and demand for such shares, which may be influenced by numerous factors, many of which are beyond our control, including:

As a result, the market price of our Securities may be subject to substantial fluctuation.

In addition, general market conditions and fluctuation of share prices and trading volumes could lead to pressure on the market price of our Securities, even if there may not be a reason for this based on our business performance or earnings outlook. Furthermore, investors in the secondary market may view our business more critically than prior or current investors, which could adversely affect the market price of our Securities in the secondary market.

If the market price of our Securities declines as a result of the realization of any of these or other risks, investors could lose part or all of their investment in our Securities.

Additionally, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of management from the business, which could significantly harm our business, financial condition and operating results.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

Future resales of our Ordinary Shares may cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our Securities, including our Ordinary Shares, in the public market could occur at any time. Sales of a substantial number of our Securities in the public market or the perception that these sales might occur, could depress the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities. Sales of a substantial number of our Securities upon any future waivers or expiration of lock-up agreements entered into by our shareholders, or the perception that such sales may occur, could have a material and adverse effect on the trading price of our Securities. These sales, or the perception in the market that the holders of a large number of Ordinary Shares intend to sell Ordinary Shares, could cause the market price of our securities to decline or increase the volatility in the market price of our Securities.

Investor perceptions of risks in developing countries could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries.

Investing in securities of issuers operating in developing countries generally involves a higher degree of risk than investing in securities of issuers from more developed countries. Economic crises in one or more such countries may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries, including in Egypt, have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.

Thus, even if the economies of the countries in which we operate remain relatively stable, financial turmoil in any developing market country could have an adverse effect on our business, financial condition and operating results.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Securities and trading volume could decline.

The trading market for our Securities depends in part on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analyst coverage results in downgrades of our Securities or publishes inaccurate or unfavorable research about our business, the share price of our Securities would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our Securities could decrease, which, in turn, could cause the market price or trading volume for our Securities to decline significantly.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Inaccurate or unfavorable ESG ratings could lead to negative investor sentiment towards us, which could have a negative impact on the market price and demand for our Securities, as well as our access to and cost of capital.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, shareholders must rely on sales of their Ordinary Shares after price appreciation as the only way to realize any future gains on their investment.

Furthermore, to the extent that we pay any dividends in the future, the ability to offer fully franked dividends, i.e. dividends that come from already taxed earnings, is contingent on making taxable profits in excess of accumulated losses. Taxable profits may be volatile, making the payment of dividends unpredictable.

The value and availability of franking credits to a shareholder will differ depending on the shareholder’s particular tax circumstances. Shareholders should also be aware that the ability to use franking credits, either as a tax offset or to claim a refund after the end of the income year, will depend on the individual tax position of each shareholder.

Our investors’ ownership in the Company may be diluted in the future.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present shareholders. Furthermore, we may issue equity awards to management, employees and other eligible persons in the future under our existing 2019 Share Option Plan (the “2019 Plan”) and our 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”). Additional Ordinary Shares issued by us in the future will dilute an investor’s investment in the Company. In addition, we may seek shareholder approval to increase the amount of the Company’s authorized shares, which would create the potential for further dilution of current investors.

The market prices of our Ordinary Shares could be affected by our involvement in a possible, future litigation.

In the ordinary course of business, we may be involved in litigation disputes from time to time. Litigation disputes brought by third parties, including but not limited to intellectual property, distribution partners, customers, suppliers, business partners and employees may adversely impact the financial performance and industry standing of the business, in the case where the impact of legal proceedings is greater than or outside the scope of our insurance. We are not currently involved in any litigation.

There is no guarantee that the Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for certain Warrants are higher than our current share price. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless.

We may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without your approval.

We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

We have the ability to redeem certain outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.0025 per Warrant, provided that the last reported sales price of the Ordinary Shares equals or exceeds $450 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you to (a) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants, or (c) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

In addition, we have the ability to redeem certain outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.0025 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that the last reported sales price per Ordinary Share equals or exceeds $250 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption, and provided that certain other conditions are met, including that holders will be able to exercise their Warrants prior to redemption for a number of Ordinary Shares determined based on the redemption date and the fair market value of our Ordinary Shares. The value received upon exercise of the Warrants (i) may be less than the value the holders would have received if they had exercised their Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Warrants, including because the number of Ordinary Shares received is capped at 0.361 Ordinary Shares per Warrant (subject to adjustment) irrespective of the remaining life of the Warrants. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Ordinary Shares had your warrants remained outstanding.

We may become a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of the Ordinary Shares if we are or were to become a PFIC.

If we are a PFIC for any taxable year (or portion thereof) in which a U.S. Holder (as defined below in ”Item 10.E. Taxation”), holds Ordinary Shares, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and certain information reporting requirements. U.S. Holders are strongly encouraged to consult with their own tax advisors to determine the application of the PFIC rules to them in their particular circumstances and any resulting tax consequences. Please see the section of this Report entitled “Item 10.E. Taxation” for a more detailed discussion with respect to the PFIC status of us and the resulting tax consequences to U.S. Holders.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company in the United States, we incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq.

We expect that compliance with these requirements will increase its legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel may be required to divert their attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we are incurring significant expenses and devoting substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase further when we are no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) (Please see the section entitled “Swvl is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Swvl Securities less attractive to investors”). As a public company, we have been hiring and are continuing to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.

The estimates of market opportunity, market size and forecasts of market growth included in our publicly filed documents may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rate, if at all.

Any market opportunity, size estimates and growth forecasts we make public are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Net revenue and operating results are difficult to forecast because they generally depend on the volume, timing and type of orders we receive, all of which are uncertain. We base our expense levels and investment plans on our estimates of total net revenue and gross margins using human judgment combined with machine learning, natural language processing and data analytics. We cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. If our assumptions and calculations prove to be wrong, we may spend more than we anticipate acquiring and retaining customers or may generate less net revenue per active customer than anticipated, any of which could have a negative impact on our business and results of operations.

In addition, we are evaluating our total addressable market with respect to new product offerings and new markets. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Even if the market in which we compete meets the size estimates and growth forecasted in this Annual Report, our business could fail to grow at similar rates, if at all. Our business is also affected by general economic and business conditions in international markets. A significant portion of our expenses is fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net revenue. Any failure to accurately predict net revenue or gross margins could cause our operating results to be lower than expected, which could materially adversely affect our financial condition and share price.

Our management team has limited experience managing a public company, which may result in difficulty adequately operating and growing our business.

Our management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage their new roles and responsibilities or the transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws and the continuous scrutiny of analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention from the day-to-day management of our business, which could adversely affect our business, financial condition and operating results.

We have identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements. If we fail to maintain a proper and effective system of internal control over financial reporting, we may not be able to timely and accurately report our financial results or prevent fraud. As a result shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our shares.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures are designed to prevent fraud. Pursuant to Section 404 of the Sarbanes-Oxley Act, subject to accommodations available to newly public companies and emerging growth companies, a report by management on internal control over financial reporting and an attestation of our independent registered public accounting firm is required. As a newly public company, we have previously not been required to conduct an internal control evaluation and assessment. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, we are in the process of upgrading our information technology systems, implementing additional financial and management controls, reporting systems and procedures, and hiring additional qualified accounting and finance staff. If we are unable to hire the additional accounting and finance staff necessary to comply with these requirements, we may need to retain additional outside consultants. We may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, including if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

As of December 31, 2024, we have identified material weaknesses in its internal control over financial reporting and there can be no assurances that there will not be material weaknesses in our internal control over financial reporting in the future. Material weakness identified is (1) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience, (2) a lack of sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements, and (3) the design and operating effectiveness of IT general controls for information systems that are relevant to the preparation of our consolidated financial statements.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, operating results or cash flows. If we are unable to comply with the requirements of the Sarbanes-Oxley Act or conclude that its internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

In addition, failure to implement adequate internal controls or ensure that books and records accurately reflect transactions could result in criminal and civil fines and penalties under the FCPA, as well as related reputational harm and legal fees in defense of such investigations. Any of the foregoing risks could have an adverse effect on our business, financial condition and results of operations.

Even if we develop effective internal control over financial reporting, these controls may become inadequate because of changes in conditions or the degree of compliance with these policies or procedures may deteriorate, and material weaknesses and deficiencies may be discovered in them. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting.

We have made, and will continue to make, changes in these and other areas. In any event, the process of determining whether our existing internal controls are compliant with Section 404 and sufficiently effective will require the investment of substantial time and resources, including by our chief financial officer and other members of our senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete, even more so after we are no longer an “emerging growth company”. In addition, we cannot predict the outcome of this process and whether we will need to implement remedial actions in order to implement effective controls over financial reporting. The determination of whether or not our internal controls are sufficient and any remedial actions required could result in us incurring additional costs that we did not anticipate, including the hiring of outside consultants. We may also fail to complete our evaluation, testing and any required remediation needed to comply with Section 404 in a timely fashion. Irrespective of compliance with Section 404, any additional failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. As a result, we may experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these changes. If we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting or results of operations and could result in an adverse opinion on internal controls from our independent auditors.

We are an “emerging growth company”, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Securities less attractive to investors.

We are an emerging growth company and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

We may take advantage some or all of these and other exemptions until we are no longer an “emerging growth company”. We could be an emerging growth company up to the end of the fiscal year in which the fifth anniversary of the completion of our initial public offering, or until the earliest of:

We cannot predict if investors will find our securities less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our securities less attractive because we rely on any of these exemptions, there may be a less active trading market for our securities and the market price of our securities may be more volatile.

Even after we no longer qualify as an emerging growth company, we may qualify as a “smaller reporting company”, which would allow us to take advantage of many of the same exemptions from disclosure requirements (excluding the exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act) and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. However, as a foreign private issuer we are not eligible to use the requirements for smaller reporting companies unless we use the forms and rules designated for domestic issuers and provide financial statements prepared in accordance with U.S. GAAP. We cannot predict if investors will find our securities less attractive if we may rely on either of these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and our share price may be more volatile.

As a foreign private issuer, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their Annual Report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their Annual Report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, holders of our Securities may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

We are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer such as us to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. For instance, we may choose to follow home country practice in lieu of Nasdaq corporate governance listing standards such as:

We follow home country practice and are exempt from requirements to obtain shareholder approval for the issuance of 20% or more of our outstanding shares under Nasdaq Listing Rule 5635(d). If, in the future, we choose to follow other home country practices in lieu of Nasdaq corporate governance listing standards (such as the ones listed above), our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers. For more information about our corporate governance practices, please see the subsection of this Report entitled “Item 16.G. Board Practices-Foreign Private Issuer Status.”

As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.

Our corporate affairs are governed by our amended and restated memorandum and articles of association (the “Swvl Public Company Articles”), the BVI Companies Act and the common law of the BVI. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of directors under BVI law are governed by the BVI Companies Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law are largely codified in the BVI Companies Act but are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the BVI has a less exhaustive body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, holders of our Securities may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or major shareholders than they would as shareholders of a U.S. company.

The Swvl Public Company Articles and the Swvl Shareholders Agreement contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

The Swvl Public Company Articles and the shareholders agreement by and among Swvl and certain of our shareholders (the “Swvl Shareholders Agreement”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for our Securities, and therefore depress the trading price. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the incumbent members of our Board or taking other corporate actions, including effecting changes in our management, and may inhibit the ability of an acquiror to effect an unsolicited takeover attempt. Such provisions include, among other things:

Shareholders may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the jurisdictions in which we operate based on U.S. or other foreign laws against us, our management or the experts named in this Annual Report.

We are a British Virgin Islands company and substantially all of our assets and operations are located outside of the United States. In addition, most of our directors and officers reside outside the United States and the substantial majority of their assets are located outside of the United States. As a result, it may be difficult to effect service of process within the United States. or elsewhere upon these persons. It may also be difficult to enforce judgments in the jurisdictions in which we operate or British Virgin Islands courts against us and our officers and directors. It may be difficult or impossible to bring an action against us in the British Virgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or jurisdictions in which we operate would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state and it is uncertain whether such British Virgin Islands courts or courts in jurisdictions in which we operate would hear original actions brought in the British Virgin Islands or jurisdictions in which we operate against us or such persons predicated upon the securities laws of the United States or any state.

Mail sent to us may be delayed.

Mail addressed to us and received at our registered office is forwarded unopened to the forwarding address supplied by us. None of us, our directors, officers, advisors or service providers (including the organization which provides registered office services in the BVI) bears any responsibility for any delay whatsoever caused in mail reaching the forwarding address. As a result, shareholder communications sent by mail to us may be delayed.

It may be difficult to enforce judgments obtained in the U.S. in BVI.

There is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, however, the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:

The British Virgin Islands courts are unlikely:

ITEM 4.INFORMATION ON THE COMPANY

A. History and Development of the Company

General Corporate Information

Swvl Holdings Corp. is a BVI business company incorporated under the laws of the BVI on July 23, 2021 for the purpose of effecting the Business Combination. On March 31, 2022, the Business Combination was consummated and Swvl completed its listing on Nasdaq. See “Explanatory Note” for further details regarding the Business Combination.

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 a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go.

The Company currently operates in Egypt, KSA and the UAE, with our employees working out of these three countries in addition to Pakistan and India.

Since April 1, 2022 and until July 19, 2023, our Ordinary Shares and Warrants traded on the Nasdaq Global Market, and since July 19, 2023 our Ordinary Shares and Warrants are traded on the Nasdaq Capital Market under the symbols “SWVL” and “SWVLW,” respectively.

Our principal executive office is located at Offices 4 at One Central, Dubai World Trade Center, Dubai, UAE and our telephone number is +971 42241293. The mailing address of our registered office is Kingston Chambers, P.O. Box 173, Road Town, Tortola, the British Virgin Islands. Our principal website address is https://www.swvl.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it as a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the JOBS Act. As such, we are eligible to, and intend to, take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies” such as not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.

We are also a foreign private issuer as defined by the rules under the Securities Act and the Exchange Act. Our status as a foreign private issuer also exempts us from compliance with certain laws and regulations of the SEC and certain regulations of Nasdaq, including the proxy rules, the short-swing profits recapture rules, and certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act.

On January 25, 2023, we implemented a 1-for-25 reverse stock split of our Ordinary Shares, pursuant to which holders of our Ordinary Shares received one Ordinary Share for every twenty-five Ordinary Shares as of such date. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to in this Report give effect to the reverse stock split.

B. Business Overview

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 a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go.

We currently serve the customers on our platform through two offerings: (i) business to consumer (“B2C”), and (ii) we also offer enterprise products sold to corporate customers called business to business (“B2B”) for businesses, schools, municipal transit agencies and other customers that operate their own transportation programs, leveraging the technology that we use for the B2C offerings. These products include, among other things, access to our Swvl platform, use of our proprietary technologies, fleet management consulting and reporting services and use of the vehicles and drivers on our network to operate such transportation programs. We package our B2B products to meet the specific needs of each customer.

Our business was founded on February 8, 2017 by Mostafa Kandil, our Chief Executive Officer, Mahmoud Nouh and Ahmed Sabbah. We launched our first commuter services in Cairo, Egypt in March 2017, before expanding to Alexandria, Egypt the same year. As of December 31, 2021, we have expanded our operations to multiple cities across seven countries, with our B2C offering available in select cities in Egypt, Kenya, Pakistan and Jordan. In January 2019, we commenced operations in Nairobi, Kenya. Namely, in the second half of 2019, we commenced operations in major cities in Pakistan, including Lahore, Islamabad and Karachi, and relocated our headquarters from Cairo, Egypt to Dubai, UAE. In 2020 and 2021, we also launched TaaS offerings in the UAE, Jordan, Saudi Arabia and Malaysia. In October 2024, we launched our regional headquarters in Riyadh, Saudi Arabia.

We are also subject to seasonality in certain sectors of our B2B offerings, for example, our contracts with schools, universities and other educational institutions have low activity during the summer months, which are between July and September of each year within our operating markets. We try to diversify the industries we work with to ensure that our revenues are stable within the year, we do not currently have any single industry that contributes to more than 20% of our total revenues. We are also subject to seasonality in certain sectors of our B2C offerings, for example, during the summer season in Egypt, from July to September, we observe high activity due to more people commuting for vacation.

Our Offerings

We currently serve the customers on our platform through two offerings: B2C and B2B (marketed as Swvl Business), which includes our Transport as a Service (“TaaS”) and Software as a Service (“SaaS”) model.

B2C is our initial core product. Using our platform, we provide riders with a network of minibuses and other vehicles that operate on fixed and semi-fixed routes throughout and between the cities we serve. Riders book seats on vehicles available exclusively through Swvl to commute within a city. Riders can book journeys up to five days in advance and pay a fixed rate, determined based on ride distance and anticipated demand, with the option to pay in cash or by credit card or digital wallet. Riders manage their user experience via the Swvl mobile application, through which riders can access and book available trips, track vehicles in real-time, receive an estimated pick-up time, manage payments and access customer support services.

Our consumer services are operated through the Swvl mobile application to book rides between pre-defined pick-up points located within or between the cities. Our service is powered by a suite of proprietary technologies that regularly optimize routing, predict rider demand, set pricing and provide a seamless user experience for customers and drivers. We believe that our platform offers a transportation alternative that is more efficient, reliable and safe than traditional public transportation options, at an accessible price point. This has allowed us to grow our business rapidly.

Swvl Business (TaaS and SaaS)

In addition to our B2C offerings, we developed ways of diversifying our revenues and identifying potentially higher-margin offerings. The result is our B2B TaaS and SaaS products, marketed together as Swvl Business.

Swvl Business enables our corporate customers (as well as schools and municipalities) to use our technology and platform to optimize the commute and travel programs they operate for their employees (and students). Since Swvl Business uses technology already developed for our B2C offerings, its development and deployment does not (and did not) impose significant additional research and development (“R&D”) costs on our business. Our TaaS offerings are targeted at companies that do not operate their own vehicle fleets. With TaaS, we offer dedicated routes (for use exclusively by the organization’s employees and students) using vehicles and drivers already operating on Swvl to transport employees and students to and from their places of work and study. Unlike our B2C offerings, pricing, routing and vehicle allocation are fixed in our agreements with each customer, and only drivers that meet the criteria set forth in these agreements are dispatched to operate on the applicable TaaS routes. Our customers typically pay for our TaaS offerings on a per route basis, with pricing determined based on the length and location of such route and without regard to the number of riders on such route.

We have expanded our Swvl Business offerings with SaaS in 2024, and will continue to do so throughout 2025. Our SaaS offerings are targeted at corporate customers (as well as schools and municipalities) that operate their own vehicle fleets, with specific services tailored to the needs of each customer. Our basic offerings include access to our dedicated Swvl Business application, which centralizes passenger management, billing, scheduling, data analytics and support functions in one platform. At higher service tiers, we will provide the use of our network optimization and Dynamic Routing technologies as described below, as well as access to our fleet management modules, which will enable our customers to more easily manage their drivers and track their rides. We also plan to offer fleet management consulting and reporting services. We use a tiered cost-plus pricing model for our SaaS products.

As our B2B customers do not pay for TaaS and SaaS services on a per rider or per utilized seat basis, Swvl does not assume any utilization risk on such offerings. As a result, we anticipate that TaaS and SaaS have the potential to be higher-margin offerings, which would allow us to enhance our margins.

Market Opportunity and Competitive Advantage

We believe that traditional modes of public transportation represent a rigid and outdated approach to the needs of the modern world. Particularly in developing countries, existing mass-transit infrastructure often suffers from a combination of being inaccessible, unreliable and unsafe. Urban populations in such countries are often unserved or underserved by public transportation networks. Where access to public transportation is available, many commuters must endure long wait times and inconsistent or delayed service. In turn, commuters and society at large waste hours waiting for transportation. In addition, mass-transit networks often fail to provide a safe travel environment - particularly for women. Overcrowding on vehicles can expose riders to a greater risk of sexual harassment, assault or theft. In fact, the Asian Development Bank’s 2015 report, Policy Brief: A Safe Public Transportation Environment for Women and Girls, found that 78% of women surveyed in Karachi reported being harassed on public transport at least once over the preceding year.

Alternatives to public transportation are also inaccessible for many commuters. In the markets we serve, such as Egypt, taxi companies and other ridesharing companies generally cater to wealthier customers. While more convenient and safer than public transportation, high prices (even with discounts and promotions) may put these services out of reach for many commuters.

Our business strategy is to create new options for mass-transit by occupying the space between traditional public transportation and expensive private options to attract ridership to our platform:

Our main source of competition is public transportation. We strive to harness the competitive advantages of our offerings described above to convert users of public transportation into users of our platform. We also compete against taxi companies and traditional private fleet operators. By offering comfortable, reliable and safe rides at an accessible price point, our offerings aim to attract users of single-rider services by offering a lower-cost alternative that offers a better rider experience than public transportation.

In the markets we serve, the mass-transit ridesharing industry is a relatively new phenomenon, and as a result there are a small but growing number of businesses that offer services equivalent to ours. Examples of such businesses include Via, Flixbus and Shuttl. We believe that the technology powering our offerings (please see the section entitled “Our Technology” below), as well as our early entry into the mass-transit ridesharing space (and the network effects that such early entry enables), have allowed and will allow us to scale our business efficiently, in turn enabling us to create and maintain a strong competitive position in the markets in which we operate.

In addition to our B2C business, we have expanded our market opportunity by targeting corporate clients through our Swvl Business (TaaS) offerings. We believe Swvl Business products offer a comprehensive solution to the inefficiencies that commonly affect businesses (as well as schools and municipalities) operating commute and travel programs for their employees (and students). Many companies rely on large vehicle fleets to compensate for unoptimized and rigid routing. Poor fleet utilization - such as using large buses to accommodate a relatively small number of passengers - drives up per-rider costs. Traditional dispatching infrastructure and the associated administrative burdens, including manual data collection, invoice reconciliation and inconsistencies in records, contribute to costly and time-consuming process management. With our TaaS and SaaS offerings, we compete with other ridesharing companies, such as Via.

We also believe the diversity of our offerings is a key competitive advantage. Whereas other companies in the ridesharing industry focus on one or two product categories (such as intracity and intercity B2C offerings), our offerings include both B2C and B2B offerings, which provide our business with multiple avenues for growth.

Product Information

Swvl delivers tech-enabled transit solutions that aim to redefine mobility by providing reliable, scalable, and efficient transit options for individuals, enterprises, and governments. Our services goal is to address the unique challenges of mass transit across diverse markets and geographies, focusing on enhancing affordability, convenience, and operational efficiency.

Swvl’s mobility solutions are built on a foundation of proprietary technology, which powers a suite of interconnected products that, in turn, enable our diverse service offerings. Our technology stack, including smart routing algorithms, real-time monitoring systems, compliance automation, and fleet optimization tools form the backbone of our platform, ensuring efficiency, reliability, and scalability.

These core technologies integrate seamlessly into our Rider Application, Captain Application, and Swvl Cloud Platform (the “Rider App”, “Captain App” and “Swvl Cloud Platform”, respectively), each designed to optimize different aspects of the transit experience. By bringing these products together, Swvl delivers a range of mobility solutions tailored for individuals, businesses, and governments.

Platform Ecosystem

Swvl’s platform integrates a suite of interconnected tools and applications, delivering end-to-end transit solutions for riders, captains, and enterprises. Our ecosystem is designed to address varying user needs while maintaining scalability and simplicity.

Rider App

The Swvl Rider App empowers users with a seamless and intuitive interface to book, manage, and track their rides. With features like real-time tracking, users can monitor vehicle locations, estimated arrival times, and trip progress, ensuring transparency and reliability. Riders can share their trips with friends and family, choose private rides for personalized travel, and enjoy the convenience of direct billing for corporate clients.

The Rider App’s reservation management tools allow users to adjust trip details or cancel bookings effortlessly. Additionally, riders benefit from 24/7 customer support, enabling quick issue resolution and fostering trust in the service. The Rider App is a cornerstone of Swvl’s mission to simplify and enhance the daily transit experience for individuals and organizations alike.

Captain App

The Captain App equips Swvl’s drivers (which are also referred to as captains) with tools to manage trips effectively and provide exceptional service. From trip scheduling and performance insights to rider check-in and check-out systems, the Captain App ensures operational efficiency while maintaining a high standard of service. Captains can monitor their earnings transparently, access a multilingual help center, and leverage guided onboarding processes to get started quickly. With features tailored to simplify daily tasks, such as route optimization and trip history review, the Captain App fosters professionalism and reliability, ensuring that Swvl’s network of captains is both scalable and high-performing.

Unified Swvl Cloud Platform

At the heart of Swvl’s ecosystem is the Swvl Cloud Platform, a unified product that powers all internal and external personas, including riders, captains, businesses, and suppliers. This platform combines the functionalities of operational tools, such as dashboards and reporting systems, with scalable infrastructure to create a seamless transit management experience.

The Swvl Cloud Platform includes:

The Swvl Cloud Platform’s functionality is underpinned by Swvl’s in-house Identity and Access Management system, which dynamically manages user permissions while maintaining data scoping and personally identifiable information safeguards. This ensures secure, personalized access for all users and enhances the platform’s adaptability across diverse use cases.

Proprietary Technology

Swvl’s proprietary technologies drive operational excellence, address transit inefficiencies, and enhance user satisfaction. These systems are tailored to meet the needs of diverse transit models, ensuring both flexibility and reliability.

Routing Technologies

Swvl employs a range of smart routing systems designed to optimize transit operations:

These routing technologies are supported by Ratimator, Swvl’s proprietary Estimated Time of Arrival model, which ensures accurate arrival time predictions, fostering trust and reliability in transit services.

Supply Planning

Swvl’s Supply Assignment Problem Solver (“SAP Solver”) addresses vehicle underutilization and ensures optimal fleet performance. By analyzing factors like vehicle capacity, captain availability, and demand schedules, the SAP Solver dynamically reallocates resources to high-demand areas, reducing idle time and increasing operational efficiency.

Compliance and Safety Management

Swvl prioritizes compliance and safety with rigorous standards, such as:

Rider Feedback and Support

Swvl continuously improves its services by integrating rider feedback into operational workflows. Passengers rate their experiences through the platform, allowing Swvl to identify and address service gaps proactively. Operators gain insights through real-time monitoring on Swvl’s Admin Dashboard, and passengers have access to 24/7 customer support for a seamless experience.

Product Roadmap

Swvl’s product roadmap is centered on financial and operational excellence, superior customer experience, and future-proof technology. Our focus will be on enhancing the Rider App, Captain App, and Mobility Platform to deliver a seamless, efficient, and scalable transit experience. We are planning to introduce value-added services, such as premium ride subscriptions, corporate mobility solutions, and white-label transit offerings, to drive cross-sell and upsell opportunities, which can potentially unlock new revenue streams while strengthening customer engagement.

At the same time, we are investing time in AI-driven optimizations to improve routing, demand forecasting, operational efficiency and customer support. Additionally, we will explore sustainable mobility initiatives, such as electric and hybrid fleet solutions and carbon offset reporting to enhance environmental impact while expanding market reach. Underpinning this growth is our commitment to a scalable, reliable tech stack, ensuring seamless operations, compliance, and adaptability for future expansion into new markets.

Our Vision and Evolution

Swvl is aiming to redefine mobility by creating seamless, efficient, and accessible transit solutions that cater to individuals, businesses, and governments. What began as a solution for daily commuting, is transforming into a technology-driven platform, integrating smart routing, AI-powered optimization, and scalable infrastructure to address the evolving needs of urban and inter-city transit.

Our commitment to innovation and operational excellence has allowed us to bridge gaps in traditional transportation, offering a more reliable and cost-effective alternative to existing mobility options.

As we continue to scale, our vision extends beyond just moving people -we aim to shape the future of smart mobility by expanding our global footprint, enhancing sustainability efforts, and leveraging proprietary technology to drive efficiency and accessibility.

Our Impact

Swvl’s product and technology innovations are at the core of our impact, enabling us to create safer, more inclusive, and more sustainable mobility solutions. By leveraging proprietary routing algorithms, real-time monitoring, and fleet optimization tools, we ensure that transportation is efficient, accessible, and affordable. Our platform provides dedicated seating, eliminating overcrowding, and implementing robust safety features such as trained captains and direct hotline support, in an effort to increase the quality of transportation for our users. At the same time, our smart-routing technology reduces congestion, cutting CO₂ emissions, and we are also continuously working to adopt electric vehicles to accelerate the transition to a greener, more sustainable urban mobility ecosystem.

Beyond enhancing mobility for riders, our technology also creates financial independence and career growth opportunities for our captains. Our fleet optimization tools maximize captain earnings, while our leasing program provides affordable financing options, allowing captains to own and operate their own vehicles. This tech-driven approach ensures that transportation is not just a service but an engine for economic empowerment. By integrating advanced AI, data-driven decision-making, and scalable digital infrastructure, Swvl is redefining mobility at scale, aiming to create a future where public transit is safer, more reliable, and sustainable for all.

Growth Strategy

On December 2, 2024, we announced the relaunch of our product in the UAE, which represents our strategy to expand into regional and global markets. To date, we have secured four new customers in the UAE, marking a strong relaunch of our journey in adding value to the mobility ecosystem within the country. The United Arab Emirates transit market presents significant growth opportunities for us, driven by the country’s commitment to developing world-class infrastructure and its focus on innovation and technology, which aligns perfectly with our offerings.

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Expansion in the United States and other Gulf Cooperation Council Countries

We intend to expand our services into the United States, with a goal of capturing an enormous opportunity that exists in these developed markets -applying a bespoke approach in each country to ensure a successful rollout. We believe that these developed markets are more attractive for our services, given that these markets (i) have larger addressable Taas/SasS mass transit markets, (ii) higher prices can be charged for the same offering when compared to developing markets which results in higher margins, and (iii) their public transport systems function efficiently, yet still have the potential efficiency improvements. In addition, in developed markets, sustainability is seen as important, and reducing the carbon footprint of transport is a significant factor in decision making. In that regard, governments may provide subsidies for transport initiatives since Taas/SaaS mass transit solutions can potentially help address labor shortages by expanding employee catchment areas.

Our go-to-market strategy for the United States. includes (i) target expansion in large cities (such as Texas and Chicago), (ii) hire personnel with industry knowledge and existing network for the sales teams, (iii) target contracts that do not demand requests for proposal and proactively reach out to customers directly.

Our go-to-market strategy for Gulf Corporation Council Countries, including Kuwait and Qatar include (i) leveraging our existing client base in Egypt and KSA to cross-sell (ii) employing the same sales strategy in place in current markets to those new markets, given proximity of culture, time zone and market similarity, these countries will be relatively cheaper for us to expand into.

Marketing

Our marketing strategy is designed to accelerate growth by targeting high-potential segments through precise ideal customer profile identification and delivering tailored, use case-driven content that demonstrates the value and impact of our solutions. We prioritize product marketing and client education to ensure seamless onboarding and to drive long-term customer success and retention. Our approach integrates account-based marketing, enabling us to develop personalized campaigns that engage key decision-makers within strategic accounts. These campaigns are supported by long-form content, such as in-depth case studies, that showcase real-world success stories and highlight specific use cases relevant to each vertical.

To generate a consistent pipeline of qualified leads, we deploy a comprehensive inbound and outbound marketing strategy. This includes the creation of optimized landing pages for lead generation, designed to capture and convert high-intent prospects through gated content, webinars, and exclusive offers. We try to amplify our thought leadership and brand authority through strategic public relations initiatives, positioning our leadership as industry experts and leveraging earned media to build trust and credibility in both existing and new markets.

Intellectual Property

The protection of our technology, including as described above under “Our Technology”, and other intellectual property is an important aspect of our business. We seek to protect our intellectual property through trademark and copyright laws as well as confidentiality agreements, other contractual commitments and security procedures. We enter into confidentiality and intellectual property assignment agreements with certain employees to control access to, and clarify ownership of, our technology and other proprietary information. We regularly review our technology development efforts and branding strategy to identify and assess options for protection of new intellectual property.

Intellectual property laws, contractual commitments and security and technical procedures provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, intellectual property laws vary from country to country, and we are in the process of transferring our intellectual property from Egypt to other jurisdictions in which we operate. Therefore, in other jurisdictions, we may be unable to adequately protect certain rights in our proprietary technology, brands, or other intellectual property from use by unauthorized entities or individuals. Please see the section entitled “Item 3D. Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl.” Failure to protect or enforce our intellectual property rights could harm our business, financial condition and operating results.”

Data Protection and Privacy

We have made commitments to protect and respect the personal data and privacy of all our external users. Our business depends on the collection, storage, transmission, use and processing of personal data of our users’ and other sensitive information. As a result, our ability to protect such data and comply with the numerous laws, rules and regulations related to the collection, storage, transmission, use and other processing of such data is integral to our operations.

We are in the process of developing systems and processes that are designed to protect users’ data, prevent data loss and prevent other privacy or security breaches. These measures, however, cannot guarantee security and may not be effective against all cyberattacks or breaches. For example, in July 2020, by exploiting a breach in certain third-party software used by us, unauthorized parties gained access to a our database containing personal data of its riders. While such breach has not had a material impact on our business or operations and we have since implemented measures to prevent a similar data breach, unauthorized parties may further exploit the breached information and may in the future gain access to our systems or facilities through various other means.

We are also obligated to comply with all applicable laws, regulations and other obligations relating to privacy, data protection and information security. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another and may conflict with each other. Nevertheless, we maintain and provide our users with a copy of our privacy policy, which is intended to succinctly describe the type of information we collect and how we use such information (including restrictions on disclosure and sharing of such information), as well as our security policies and procedures. We periodically update our privacy policy to reflect changes required by law or changes in the way we intend to collect or use information.

For more information on the risks related to data protection, data security and privacy as they relate to our business, please see the section entitled “Item 3D. Risk Factors.”

Insurance

We maintain insurance policies with global insurance providers to provide in-ride medical coverage to all riders and drivers in our Egypt market. We also provide comprehensive health and life insurance to employees in Egypt, Saudi Arabia and the UAE. We also provide directors’ and officers’ insurance for the board of directors of Swvl Holdings. We are currently in the process of obtaining other forms of insurance, such as general business liabilities.(Please see the section entitled “Item 3D. Risk Factors-Risks Related to Operational Factors Affecting Swvl.) Swvl has not historically maintained insurance coverage for its operations. Swvl may not be able to mitigate the risks facing its business and could incur significant uninsured losses, which could adversely affect its business, financial condition and operating results.

Government Regulation

We are subject to a wide variety of laws and regulations in the jurisdictions in which we operate. The ridesharing industry and our business model are relatively nascent and rapidly evolving. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented and interpreted in response to our industry and related technologies. We strive to comply with all laws and regulations applicable to our operations, and believe that we are in compliance with such laws and regulations in all material respects, other than as described below.

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While we are not aware of any material limitations on foreign investment in the jurisdictions in which we operates, we are required to comply with certain regulations related to such investment. In particular, in Jordan, non-Jordanian investors are restricted from wholly owning any project or business venture that involves certain trade, construction or services activities. While we do not intend to engage in any such activities in Jordan, the organizational documents of the entity that currently conducts our operations in Jordan erroneously includes certain restricted activities as potential objectives of such entity. Prior to the Portfolio Optimization Program (Phase 2), such entity was in the process of amending its organizational documents such that Swvl will be permitted to acquire and hold all of the equity thereof. As part of the aforementioned Program, Swvl ceased operations in Jordan. In addition, in the UAE, foreign investors are required to operate via an onshore licensed entity or an onshore branch of a foreign or free zone entity. We have established such an onshore branch and have obtained the requisite licenses and approvals for such branch’s operations. We may become subject to additional limitations and regulations as we expands our operations in the jurisdictions in which we operates and into new jurisdictions, and such limitations and regulations may impair our ability to operate effectively in such jurisdictions.

In Egypt, we are subject to Law No. 87 of 2018 and the Executive Regulation by Presidential Decree No. 2180 of 2019 (collectively, “Egyptian Ridesharing Laws”). Pursuant to such Egyptian Ridesharing Laws, we, as well as any other land transport service company in Egypt that utilizes information technology, are required to obtain a license issued by Egypt’s Land Transport Regulatory Authority (the “Egyptian LTRA”). While companies were required under the Egyptian Ridesharing Laws to obtain such licenses by December 12, 2018, the Egyptian LTRA was not established until June 11, 2019, On December 12, 2019, Swvl submitted an application to the Egyptian LTRA, seeking the required license. In May 2023, we received the first license issued by the Egyptian LTRA under Law No. 87 of 2018, and have since been in full compliance with the Egyptian Ridesharing Laws. The license remains valid through May 2028, subject to remaining compliant with all license requirements.

We are also subject to a number of laws and regulations specifically governing the internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the internet and online offerings, require us to change our business practices or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communications, to our offerings and the characteristics and quality of online offerings, among other things. In particular, as we expand our operations internationally, we could become subject to the GDPR and U.K. GDPR, which regulates the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements and significant penalties, and the risk of civil litigation, for noncompliance. The GDPR and U.K.GDPR has resulted in and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU or United Kingdom.

As we expand our business internationally, we could become subject to these costs and burdens in an effort to ensure that our operations are GDPR and U.K. GDPR compliant.

In addition to these laws and regulations that apply specifically to the mass-transit ridesharing industry, related technology, the internet and related regulations, our business operations are subject to other broadly applicable laws and regulations governing such issues as labor and employment, anti-discrimination, worker confidentiality obligations, consumer protection, taxation, competition, unionizing and collective action, background checks, anti-corruption, anti-bribery, import and export restrictions, environmental protection, sustainability, trade and economic sanctions, foreign ownership and investment and foreign exchange controls. Please see the section entitled “Item 3D. Risk Factors - Risks Related to Regulatory, Legal and Tax Factors Affecting us.” Swvl is subject to various laws relating to anti-corruption, anti-bribery, anti-money laundering, and countering the financing of terrorism and has operations in certain countries known to experience high levels of corruption. We have not implemented, or have only recently implemented, certain policies and procedures for the operation of our business and compliance with applicable laws and regulations, including policies with respect to anti-bribery and anti-corruption matters and cyber protection.

As we continue to expand our platform offerings and user base, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Please see the section entitled “Item 3D. Risk Factors - Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl.” As we expand our offerings, we may become subject to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect our business, financial condition, and operating results.

C. Organizational Structure

Swvl Holdings Corp is a British Virgin Islands business company incorporated under the laws of the British Virgin Islands. Swvl Holdings Corp has thirteen wholly-owned subsidiaries, three beneficially owned subsidiaries and one majority-owned subsidiaries.

Swvl Holdings Corp’s wholly owned subsidiaries are: Swvl Inc., a British Virgin Islands business company incorporated under the laws of the British Virgin Islands; Swvl Holdco Corp., a British Virgin Islands business company incorporated under the laws of the British Virgin Islands; Swvl Group Corp., a British Virgin Islands business company incorporated under the laws of the British Virgin Islands; Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability; SWVL NBO Limited, a private limited company organized under the laws of Kenya; SWVL Saudi for Information Technology, a single person limited liability company organized under the laws of Saudi Arabia; Swvl Technologies Limited, a private limited company organized under the laws of Kenya; Swvl Global FZE, a limited liability company organized under the laws of Dubai; SWVL Technologies FZE, a limited liability company organized under the laws of Dubai and a directly wholly owned subsidiary of Swvl Global FZE; Swvl MY For Information Technology SDN BHD, a company limited by shares organized under the laws of Malaysia; Swvl For Smart Transport Applications and Services LLC, a limited liability company organized under the laws of Egypt; Swvl Germany GmbH and its direct subsidiary Door2Door GmBH, which are both limited liability companies organized under the laws of Germany.

Swvl Holdings Corp also beneficially owns: Smart Mobility Solutions for Transportation Services, a single person limited liability company organized under the laws of Saudi Arabia; Swvl for Mobility Solutions FZE, a limited liability company organized under the laws of Dubai; and Smart Way Transportation LLC, a single person limited liability company organized under the laws of Jordan. In certain cases, the Group 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 legal entity.

Swvl Holdings Corp also owns a 55% stake in Viapool Inc., which is a Delaware incorporated entity. Viapool Inc. fully owns: Movilidad Digital S.A.S., Viapool SRL, Viapool SPA which are organized under the laws of Argentina, and Swvl Brasil Tecnologica LTDA, a company organized under the laws of Brazil.

A diagram of Swvl’s group structure, as described above, is provided below:

D. Property, Plants and Equipment

We lease approximately 13,391 square feet of office space for our corporate headquarters, located at the Offices 4 at One Central, Dubai World Trade Center, Dubai, UAE, and approximately 2,055 square feet of office space for our regional headquarters, located at 7451,2215 Al Ulaya, Riyadh, Saudi Arabia.  Our existing headquarters lease in Dubai, UAE, expires on September 14, 2024, which we expect to extend to December 31, 2026, including in connection with an office expansion plan for our headquarters. Our existing headquarters lease in Riyadh, Saudi Arabia are leased annually and can be renewed at our discretion. Our monthly rent payment for both of our offices in Dubai and Riyadh is approximately $56,562. During 2024, we subleased approximately 10,417 square feet of our office space in Dubai while keeping the remaining office space for Swvl’s use.

ITEM 4A.UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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 FY described. You should read the following discussion and analysis of our financial condition and results of operations together in conjunction with our financial statements and the related notes included elsewhere in this Annual Report.

The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in this Annual Report. Our discussion and analysis for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found in our annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 20, 2024.

We report financial information under IFRS, as issued by the 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.

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 a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go.

Factors Affecting Our Business and Results of Operations

We believe that our future performance and success depend to a substantial extent on the following factors, each of which is in turn subject to significant risks and challenges, including those discussed below and in the section of this Annual Report entitled “Item 3D. Risk Factors.”

Our ability to cost-effectively retain and increase the number of riders or employees of our corporate customers who use our platform, and increase our share of their transportation spend.

We grow our business by attracting new riders to our platform (i.e., unique users taking their first ride with Swvl) and increasing their usage of our platform over time. As a result, the number of riders on our platform and their utilization of our offerings are the key drivers of our B2C business. Our ability to cost-effectively attract new riders and retain and increase the use of our platform by existing riders is critical to scaling our business. More riders accessing offerings on our platform and greater utilization drive increased revenue and profitability. We seek to increase both the number of riders on our platform and the usage of our platform through product innovation, improved user experience, and additional offerings.

While we anticipate this increasing level of investment will drive growth through word-of-mouth referrals, we also continue to invest in brand and growth marketing, as well as the use of paid marketing initiatives, rider and driver incentives and marketing partnerships with third parties in an effort to attract new riders to our platform and to enhance rider utilization (calculated as Total Bookings divided by Total Available Seats, over the period of measurement). Once riders start using Swvl, we seek to provide a quality experience and a diverse offering of routes and products to accommodate different transportation use cases in order to retain riders and encourage repeat usage.

We also grow our business by attracting new companies to our B2B offering and increasing their usage over time. As a result, the number of corporates with Swvl and their size (i.e how many seats they require over a period of measurement) are the key drivers of our B2B business.

If we fail to continue to attract riders to our platform and grow our rider base from individuals and corporations, expand riders’ usage of our platform over time or increase our share of riders’ transportation spend, our results of operations would be harmed.

Our ability to cost-effectively attract and retain drivers to use our platform, or to increase utilization of our platform by existing drivers.

Growing the number of drivers enables us to increase the number of routes on our network, thereby increasing the aggregate earnings potential for drivers and third-party vehicle operators while simultaneously improving access and availability for riders. Our ability to maintain and grow our driver base and increase driver utilization of our platform depends in part on our ability to continue to deliver meaningful earning opportunities for drivers and third-party vehicle operators who use our platform, as well as our ability to provide a seamless user experience for drivers that incentivizes continued use of our platform. We therefore continue to invest in developing technology that is intended to not only allow drivers and vehicle operators to maximize earnings while using our platform, but also improves the day-to-day experience for those drivers.

For instance, we believe our development of route optimization technology provides a key incentive for drivers and third-party vehicle operators to use our platform. By optimizing our plans, cross-dispatching across B2C and B2B routes and reducing the amount of time drivers spend moving between routes (as well as assigning routes so that drivers complete their route plans near their homes), we are able to increase the number of drivable routes per day and increase drivers’ and vehicle operators’ earnings. We believe this has contributed to our strong rates of driver retention.

Additionally, maintaining and continuing to grow our base of drivers is critical to delivering a quality experience on our platform. The more dedicated and able drivers that decide to use our platform, the more routes and rides we are able to provide. We also believe this allows us to maintain high quality service and low wait times. Our incentive programs to attract qualified drivers include bonus payments and other incentives to high-performing drivers and vehicle operators. During the COVID-19 pandemic, we provided temporary financial assistance to support drivers using our platform.

Our ability to grow and retain drivers is linked to our ability to maintain and increase the number of riders on our platform. We believe that the more riders we have on our platform, the easier it can be to maintain and attract new drivers to our platform. If we fail to continue to attract drivers to our platform and grow the number of routes we offer, riders’ usage of our platform may decrease and our results of operations would be harmed. In addition, when we enter a new market, we typically need to make significant upfront investments to drive sufficient scale of drivers in order to establish a functioning marketplace for our riders, which could adversely affect our results of operations in the periods in which such investments are made and delay our efforts to achieve profitability.

Our ability to successfully develop new offerings on our platform and enhance our existing offerings.

As part of our business, we consider how our core assets - our technology, access to a large vehicle fleet and our customer base - can be leveraged to generate new streams of revenue while minimizing incremental costs. For example, we initially launched with our core B2C offering, through which we connect riders using our platform to a network of minibuses and other vehicles that operate on fixed and semi-fixed routes within and between the cities we serve. We have since expanded our B2C offerings to allow riders to book and take intercity, long-distance trips.

We have also diversified our revenues beyond B2C offerings with our TaaS enterprise products, which are marketed as Swvl Business and which have historically been higher-margin products. Swvl Business enables our corporate customers (as well as schools and municipalities) to use our technology and platform to optimize the commute and travel programs they operate for their employees (and students). Since Swvl Business uses technology already developed for our B2C offerings, its development and deployment does not (and did not) impose significant additional R&D costs on our business. We currently intend to expand our Swvl Business offerings with SaaS in 2025. Our SaaS offerings are expected to be targeted at corporate customers (as well as schools and municipalities) that operate their own vehicle fleets, with specific services tailored to the needs of each customer. We currently intend for our basic offerings to include access to our dedicated Swvl Business application, which centralizes passenger management, billing, scheduling, data analytics and support functions in one platform. At higher service tiers, we currently intend to provide the use of our network optimization and Dynamic Routing technologies, as well as access to our fleet management modules, which will enable our customers to more easily manage their drivers and track their rides. We also currently plan to offer consulting and reporting services. We use a tiered cost-plus pricing model for our SaaS products, which we expect will allow us to enhance our margins.

Our ability to invest effectively in technology and research and development and to successfully integrate them into our business.

Our technology is a critical component of our business proposition. Our ability to provide a seamless experience for our riders and drivers, to effectively predict rider demand, to create efficient, high-utilization route plans and to price our offerings accordingly depends on ongoing innovation and the effectiveness of our data analysis, modeling and algorithms. As a result, we have made, and will continue to make, significant investments in research and development and technology in an effort to improve our platform and 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. We believe that continued optimization of demand prediction, routing and pricing can improve our user base, utilization rates and customer experience, which we believe in turn can reduce inefficiency costs and improve our margins.

Our engineers and data scientists are critical to the success of our business and we will continue to invest in these areas. In addition, we will continue to dedicate significant resources to research and development efforts, focusing on continuing to improve our proprietary technology and developing innovative applications.

Our ability to operate in distinct geographic markets and our ability to expand into new markets.

Our capacity for continued growth and ability to achieve and maintain profitability depends in part on our ability to operate and compete effectively in different geographic markets. Each market is subject to distinct competitive and operational dynamics. These include our ability to offer more attractive transportation offerings than alternative options, our ability to efficiently attract and retain drivers and riders, ride length and the number of routes available on our platform, all of which affect our sales, results of operations and key business metrics. As a result, we may experience fluctuations in our results of operations due to the changing dynamics in the geographic markets where we operate.

Since our founding, we have been able to expand into new geographies and markets. Since 2017, we expanded our operations to 115 cities, however, on account of the Portfolio Optimization Program, certain entities were discontinued as below:

On August 18, 2021, we entered into a definitive agreement to acquire a controlling interest in Shotl, a mass transit platform that partners with municipalities and corporations to provide on-demand bus and van services in Europe, Latin America and the Asia Pacific region, which expanded our geographic footprint to 22 additional cities in 10 countries. The transaction closed on November 19, 2021. Subsequently, as part of the Portfolio Optimization Program, Shotl’s shared were sold by the Group back to the original shareholders, this transaction was approved and finalized in FY 2023.

On November 16, 2021, we entered into a definitive agreement to acquire a controlling interest in Viapool, a mass transit platform currently operating in Buenos Aires, Argentina and Santiago, Chile. The transaction closed on January 14, 2022. Subsequently, as part of the Portfolio Optimization Program, it was decided in December 2022 that Viapool and its subsidiaries will be liquidated. The process is still ongoing to be completed within the date of this report.

On June 3, 2022, we acquired 100% of the shares of Blitz B22-203 GmbH, a company based in Germany which subsequently acquired 100% of the shares of Door2Door GmbH, a mass transit platform operating in Germany. As part of the Portfolio Optimization Program, it was decided in December 2022 that both companies will be liquidated. Both companies filed for insolvency in December 2022, which was accepted by the German government and proceeded on March 15, 2023. The process is still ongoing to the date of this report.

On April 26, 2022, Swvl announced a definitive agreement to acquire a controlling interest in Volt Lines, a B2B mobility platform that manages a rider app and a driver app that operates in Turkey. The transaction closed on April 19, 2022. Subsequently, as part of the Portfolio Optimization Program, it was decided in December 2022 that the shares would be sold back by the Group back to the original shareholders. This transaction was completed on January 6, 2023.

During December 2022, it was decided that Swvl entities in Kenya, Jordan and Malaysia under the trading names of “Swvl NBO Limited”, “Swvl Technologies Ltd”, “Smart Way Transportation LLC” and “Swvl MY For Information Technology” would be liquidated. The liquidation process is still ongoing as of the date of this Report and expected to be completed before the end of 2024.

During the FY 2023, the Group approved the sales of the subsidiary operating in Pakistan, Swvl Pakistan (Private) Ltd. (“Swvl Pakistan”), and the sale to Mr. Danish Elahi was completed on April 15, 2023.

Further, during the FY 2023, we have Urbvan Mobility Ltd, our entity in Mexico as means of refinancing the Group.

Our ability to compete effectively.

We operate in a competitive market and must continue to compete effectively in order to grow, improve our results of operations and achieve and maintain long-term profitability. Our principal source of competition is public transportation. We strive to harness the competitive advantages of our offerings to convert users of public transportation into users of our platform. We also compete against taxi companies and traditional ridesharing platforms, such as Uber. By offering comfortable, reliable and safe rides at an accessible price point, our offerings aim to attract users of these single-rider services by offering a lower-cost alternative that offers a better rider experience than public transportation. We believe we have differentiated our business from these competitors by building a diverse set of offerings on a transportation network at scale, while upholding our culture and values and creating a brand that embodies a commitment to exceptional offerings and social responsibility. However, we must continue to respond to competitive pressures. Consequently, we intend to keep investing in our platform to attract and retain drivers and riders, and respond to shifts in competitors’ pricing levels, revenue models or business practices. If we are not able to compete effectively with our competitors, including our main competition of public transportation, our results of operations will be harmed.

Our ability to maintain and continue developing our reputation and to promote brand awareness and to optimize driver and rider incentives.

We believe that maintaining and enhancing our reputation and brand is critical to our ability to attract and retain employees and platform users. A core component of our marketing strategy involves focusing on expanding ridership in existing markets while rapidly accelerating brand awareness in new territories. We utilize a multi-channel approach, built on a foundation of digital marketing, to develop awareness of our offerings and expand our user base. We use a digital-focused marketing approach because we believe it offers the most effective means of accessing our target demographics in a cost-effective manner. Our advertising is conducted primarily through social media campaigns and placed web advertisements. We also rely on search engine optimization and application marketplace optimization tools to build and maintain the prominence of our brand. In new markets, we also advertise our offerings through offline advertising, such as billboards and events at public venues (such as shopping malls) where we may host promotional events, giveaways and conduct in-person account activations. We also seek to develop and maintain partnerships with other businesses, such as telecom companies, that allow us to deploy promotions and incentives to the customers of such businesses. We monitor the effectiveness of our marketing spend via several metrics, including customer acquisition cost.

We offer various incentives from time to time, such as promotions for new riders and discounts for bulk purchases or specific trips. We also operate a referral program that offers incentives for riders to refer new users.

The impact of uncertainties with respect to government laws, policies and regulations in the markets in which we operate.

We are subject to a wide variety of laws in the jurisdictions in which we operate. The ridesharing industry and our business model are relatively nascent and rapidly evolving. Regulations have impacted or could impact, among others, the nature of and scope of offerings we are able to make available through our platform, the pricing of offerings on our platform, our relationship with, and incentives, fees and commissions provided to or charged from, drivers, incentives provided to riders, our ability to operate in certain segments of our business, our ownership percentage in operating entities that may be subject to foreign ownership restrictions and insurance we are required to maintain. For example, in Egypt we are subject to licensing and other requirements under Law No. 87 of 2018 and the Executive Regulation by Presidential Decree No. 2180 of 2019, which regulate ridesharing companies such as ours. We have also previously entered into agreements with the Egyptian Competition Authority in relation to the regulation of pricing and offerings in our industry. We expect that our ability to manage our relationships with regulators in each of our markets, as well as existing and evolving regulations, will continue to impact our results in the future. Due to the nascent and uncertain state of the legal frameworks governing the ridesharing industry in the jurisdictions in which we operate, we have not obtained all of the required licenses and permits for certain cities where we operate; however, we are continuously making efforts to obtain such licenses and permits. (Please see the section entitled “Item 3.D. Risk Factors- Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl.) Uncertainties with respect to the legal systems in the jurisdictions in which Swvl operates, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect Swvl’s business, financial condition and operating results.

We are also subject to a number of laws and regulations specifically governing the Internet and mobile devices, and these laws and regulations are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings, require us to change our business practices or raise compliance costs or other costs of doing business. In particular, if we expand our operations internationally, we expect to become subject to GDPR, which regulates the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements and significant penalties, and the risk of litigation or other action, for noncompliance. The GDPR has resulted in and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU. As we expand our business internationally, we will become subject to these costs and burdens in an effort to comply with GDPR.

The impact of uncertainties with respect to our B2B offering prices

We enter into annual contracts with our corporate customers offering, and whilst we employ a proprietary machine learning model to dynamically set pricing for rides and maximize per-vehicle revenue, akin to the models used in the airline industry, due to the long term nature of our contracts being 12 months, we are subject to changes in market conditions and currency devaluations that can expose us to translation risk. Therefore, our contracts are renewed on an annual basis and upon renewal, factors such as current market prices, currency and inflation are taken into account to ensure that our contracts are net present value positive and provide the highest possible margins throughout its tenure. Further, certain components in our contracts contain variable prices to hedge against possible price increases.

The impact of seasonality within certain sectors in our B2B offerings

We are also subject to seasonality in certain sectors of our B2B offerings, for example, our contracts with schools, universities and other educational institutions have low activity during the summer months, which are between July and September of each year within our operating markets. We try to diversify the industries we work with to ensure that our revenues are stable within the year, we do not currently have any single industry that contributes to more than 20% of our total revenues.

The impact of seasonality within certain sectors in our B2C offerings

We are also subject to seasonality in our B2C offerings, for example, B2C revenues have higher activity during the summer months, which are between July and September, also, for the times where there is national holidays, while B2C activities might get impacted, not significantly, by national holidays or summer months, according to the fact that a good percentage of our individual customer base is university students and the daily work commuters.

Components of Results of Operations

Revenue

Our revenue consists of two components: (i) a 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 B2B component representing contractual smart transportation services for our corporate customer’s employees through the Swvl application, which is referred to as TaaS and 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” in this Annual Report.

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 Expenses

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 provision for expected credit losses consists of the provision for expected credit loss against trade and other receivables.

Expiration of deferred tax assets

Pertains mainly to the expired portion of our deferred tax assets.

Other income

Our other income consists primarily of recovery of previously written off assets that were not expected to be recovered, or the portion of discounts obtained from creditors on previously recorded liabilities.

Finance Income

Our finance income consists primarily of dividend income from bank deposits.

Finance costs

Our finance costs consist primarily of lease finance charges and interest expense on financial liabilities.

Gain/(loss) on disposal of subsidiaries

This component pertains to the gains and losses from the net book value of subsidiaries disposed of during each year.

Change 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, and certain warrant liabilities.

Change in fair value of deferred purchase price

Changes in fair value of deferred purchase price consists of the change in fair value of deferred purchase price resulting from the acquisition of certain subsidiaries by the Group, such as Shotl and Urbvan.

Change in fair value of employee share compensation schemes

This component consists of the change in fair value of employee share scheme reserve.

Income tax benefit

Income tax 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.

Loss from the year from discontinued operations

The Group has discontinued various operations in select markets on account of a certain portfolio optimization program during FY 2023 onward, resulting in shareholders approving the sale and discontinuation of certain entities. Some of the entities are still under liquidation and are incurring immaterial administrative costs.

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 change.

In our results of operations discussion below, we have provided certain comparisons both on an as reported and on a constant currency basis. The constant currency presentation, which is a non-IFRS measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe that providing constant currency information provides valuable supplemental information regarding our results of operations and also provides a framework for assessing how our underlying business performed, excluding the effects of foreign currency rate fluctuations. We calculate constant currency percentages by converting our current period local currency financial results using the prior period exchange rates from the corresponding prior period, and compare these adjusted amounts to its prior period reported results. Amounts may not foot due to rounding.

Comparison of the Year Ended December 31, 2024 and 2023

Results of Operations

The following selected consolidated financial data are derived from the audited financial statements of the Company for FY 2024 and FY 2023 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report entitled “Item 5. Operating and Financial Review and Prospects.” The historical results are not necessarily indicative of the results of future operations. For a comparison of FY 2023 to the fiscal year ended December 31, 2022, see our Annual Report on Form 20-F for FY 2023.

During FY 2024, we deconsolidated our SWVL Global FZE subsidiary in the UAE. As a result, the figures for FY 2023 in the current financial statements have been updated to reflect the split between continued and discontinued operations. Management reviews the results of operations for continued and discontinued operations separately for the years presented below.