Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

SWVLW Swvl Holdings Corporation

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Name	Symbol	Market	Type
Swvl Holdings Corporation	NASDAQ:SWVLW	NASDAQ	Equity Warrant

	Price Change	% Change	Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Traded	Last Trade
	-0.0001	-0.64%	0.0155	0.0127	0.0165	0.0156	0.0155	0.0156	400	00:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024 (Report No. 4)

Commission File Number: 001-41339

Swvl Holdings Corp

The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

CONTENTS

Interim Financial Statements

This Report of Foreign Private Issuer on Form 6-K consists of Swvl Holdings Corp (“Swvl”): (i) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2024, which are attached hereto as Exhibit 99.1; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operation as of and for the six months ended June 30, 2024, which is attached hereto as Exhibit 99.2

Nasdaq Continued Listing Requirements

Pursuant to Nasdaq Listing Rule 5550(b), Nasdaq requires that all listed issuers maintain a minimum $2,500,000 stockholders’ equity requirement for continued listing. As reported in Swvl’s interim financials, Swvl’s stockholders’ equity as and for the six months ended June 30, 2024 was negative $2.13 million.

Since the interim period ended June 30, 2024, Swvl has undertaken a number of actions which have increased its stockholders’ equity, including, among other actions, the sale of securities for approximately $4.7 million in net proceeds. As a result, Swvl believes that, as of the date of this report, it satisfies the stockholders’ equity requirement of at least $2.5 million pursuant to Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market.

This Report of Foreign Private Issuer on Form 6-K (“Report”) is incorporated by reference into Swvl’s Registration Statement on Form F-3 (Registration No. 333-279918) and Form S-8 (Registration No. 333-265464) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		Swvl’s Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2024.
99.2		Swvl’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024.
101		The following financial information from the Registrant’s Interim Condensed Financial Statements as of June 30, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) Interim Condensed Statements of Financial Position, (ii) Interim Condensed Statements of Comprehensive Loss, (iii) Interim Condensed Statements of Changes in Shareholders’ Equity; (iv) Interim Condensed Statements of Cash Flows, and (v) Notes to the Unaudited Interim Condensed Financial Statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SWVL HOLDINGS CORP

Date: December 31, 2024	By:	/s/ Mostafa Kandil
	Name:	Mostafa Kandil
	Title:	Chief Executive Officer

Table of Contents

Exhibit 99.1

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated financial statements (unaudited)

For the six-month periods ended 30 June 2024 and 2023

Table of Contents

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated financial statements (unaudited)

For the six-month periods ended 30 June 2024 and 2023

		Page(s)

Condensed interim consolidated statement of financial position		2

Condensed interim consolidated statement of comprehensive profit or loss		3

Condensed interim consolidated statement of changes in equity		4

Condensed interim consolidated statement of cash flows		5

Notes to the condensed interim consolidated financial statements		6 - 19

Table of Contents

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of financial position – As of 30 June 2024

(All amounts are shown in USD unless otherwise stated)


		(Unaudited)	(Audited)
		At 30 June	At 31 December
	Note	2024	2023
ASSETS
Non-current assets
Property and equipment	4	586,115	751,693
Intangible assets	5	129,052	225,776
Right-of-use assets		321,199	484,362
Deferred tax assets	18	6,104,121	9,468,808
		7,140,487	10,930,639

Current assets
Prepaid expenses and other current assets	6	1,517,192	2,142,194
Trade and other receivables	7	3,994,798	5,327,877
Sublease receivables		230,984	571,022
Cash and cash equivalents	8	1,182,269	2,922,755
		6,925,243	10,963,848
Assets classified as held for sale		1,521	1,261
Total assets		14,067,251	21,895,748

EQUITY AND LIABILITIES
EQUITY
Share capital	9	22,985	16,979
Share premium	9	349,691,503	347,295,152
Employee share scheme reserve	10	467,063	507,677
Foreign currency translation reserve		(16,277,827)	(11,466,066)
Reserve of disposal groups classified as held for sale		2,204,971	2,106,737
Accumulated losses		(335,199,151)	(329,506,304)
Equity attributable to equity holders of the Parent Company		909,544	8,954,175

Non-controlling interests		(3,039,317)	(3,039,317)
Total (deficit)/ equity		(2,129,773)	5,914,858

LIABILITIES
Non-current liabilities
Derivative warrant liabilities		85,136	106,420
Accounts payable, accruals and other payables	11	24,977	83,961
Lease liabilities		807,831	1,021,716
		917,944	1,212,097

Current liabilities
Accounts payable, accruals and other payables	11	7,368,073	7,829,837
Deferred purchase price	12	2,697,819	1,207,682
Current tax liabilities		464,134	627,068
Due to related party	20	—	131,523
Lease liabilities		515,040	640,695
		11,045,066	10,436,805
Liabilities directly associated with assets classified as held for sale		4,234,014	4,331,988
Total liabilities		16,197,024	15,980,890
Total equity and liabilities		14,067,251	21,895,748


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

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Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of comprehensive profit or loss - For the period ended 30 June 2024

(All amounts are shown in USD unless otherwise stated)


		(Unaudited)	(Unaudited)
	Note	2024	2023
Continuing operations
Revenue	13	8,067,008	11,116,013
Cost of sales	14	(6,322,748)	(9,352,628)
Gross income		1,744,260	1,763,385

General and administrative expenses	15	(5,451,740)	(2,786,562)
Selling and marketing costs		(13,221)	(19,967)
Other expenses	16	(625,078)	(2,305,274)
Other income	17	273,088	16,767,714
Operating (loss)/profit		(4,072,691)	13,419,296

Change in fair value of financial liabilities		(1,647,913)	149,430
Gain on disposal of subsidiaries		—	967,310
Write-down of assets held for sale		—	(10,889,775)
Finance income		78,623	4,834
Finance cost		(50,866)	(61,810)
(Loss)/profit before tax from continuing operations		(5,692,847)	3,589,285

Income tax benefit	18	—	—

(Loss)/profit for the period from continuing operations		(5,692,847)	3,589,285

Discontinued operations
Loss for the period from discontinued operations		—	(1,511,817)
(Loss)/profit for the period		(5,692,847)	2,077,468

Attributable to:
Equity holders of the Parent Company		(5,692,847)	2,077,468
Non-controlling interests		—	—
		(5,692,847)	2,077,468

Profit/(loss) per share attributable to equity holders of the Parent Company
Basic	19	(0.67)	0.32
Diluted	19	(0.67)	0.25

Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax		(4,713,527)	(2,945,749)
Total comprehensive loss for the period		(10,406,374)	(868,281)

Attributable to:
Equity holders of the Parent Company		(10,406,374)	(868,281)
Non-controlling interests		—	—
		(10,406,374)	(868,281)


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

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Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of changes in equity – As of 30 June 2024

(All amounts are shown in USD unless otherwise stated)


								Equity/(deficit)
					Reserve for	Foreign		attributable to
				Share-based	disposal	currency		equity holders	Non-
		Share	Share	compensation	group held	translation	Accumulated	of the Parent	controlling	Total
	Note	capital	Premium	reserve	for sale	reserve	losses	Company	interests	equity/(deficit)
As at 1 January 2023 (Audited)		13,903	343,435,529	773,666	(492,474)	(4,347,257)	(332,562,780)	6,820,587	(4,191,394)	2,629,193

Total comprehensive loss for the period
Profit for the period		—	—	—	—	—	2,077,468	2,077,468	—	2,077,468
Other comprehensive loss for the period		—	—	—	—	(2,945,749)	—	(2,945,749)	—	(2,945,749)
		—	—	—	—	(2,945,749)	2,077,468	(868,281)	—	(868,281)

Issuance of shares	9	3,052	2,506,726	—	—	—	—	2,509,778	—	2,509,778
Employee share scheme reserve	10	—	—	(386,198)	—	—	—	(386,198)	—	(386,198)
Discontinued operations		—	—	—	4,207,737	(4,207,737)	—	—	—	—
Disposal of a subsidiary		—	—	—	—	—	—	—	1,152,077	1,152,077
As at June 30, 2023 (Unaudited)		16,955	345,942,255	387,468	3,715,263	(11,500,743)	(330,485,312)	8,075,886	(3,039,317)	5,036,569

As at 1 January 2024 (Audited)		16,979	347,295,152	507,677	2,106,737	(11,466,066)	(329,506,304)	8,954,175	(3,039,317)	5,914,858

Total comprehensive loss for the period
Loss for the period		—	—	—	—	—	(5,692,847)	(5,692,847)	—	(5,692,847)
Other comprehensive loss for the period		—	—	—	98,234	(4,811,761)	—	(4,713,527)	—	(4,713,527)
		—	—	—	98,234	(4,811,761)	(5,692,847)	(10,406,374)	—	(10,406,374)

Issuance of shares	9	6,006	2,396,351	—	—	—	—	2,402,357	—	2,402,357
Employee share scheme reserve	10	—	—	(40,614)	—	—	—	(40,614)	—	(40,614)
As at June 30, 2024 (Unaudited)		22,985	349,691,503	467,063	2,204,971	(16,277,827)	(335,199,151)	909,544	(3,039,317)	(2,129,773)


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

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Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of cash flows - For the period ended 30 June 2024

(All amounts are shown in USD unless otherwise stated)


	For the six-month period ended
	30 June
	(Unaudited)	(Unaudited)
	2024	2023
(Loss)/profit before tax from continued operations	(5,692,847)	3,589,285
Loss before tax from discontinued operations	—	(1,511,817)
(Loss)/profit for the period before tax	(5,692,847)	2,077,468

Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment	130,529	513,463
Depreciation of right-of-use assets	92,603	804,836
Amortization of intangible assets	19,916	1,844,585
Write down of assets held for sale	—	10,889,775
Other non – cash loss/(income)	2,478,195	(16,637,801)
Gain on disposal of subsidiaries	—	(967,310)
Change in fair value of financial liabilities	1,647,913	(149,430)
Provision for employees’ end of service benefits	—	37,711
	(1,323,691)	(1,586,703)
Changes in working capital:
Trade and other receivables	1,180,067	3,209,551
Prepaid expenses and other current assets	625,002	779,057
Due to related party	(131,523)	556,000
Accounts payable, accruals and other payables	(699,808)	(159,887)
Current tax liabilities	(162,934)	(555,303)
Net cash flows (used in)/from operating activities	(512,887)	2,242,715

Cash flows from an investing activity
Sublease rentals received	366,785	144,087
Net cash flows from investing activities	366,785	144,087

Cash flows from financing activities
Proceeds from issuance of share capital	—	635
Proceeds from issuance of convertible notes	—	788,828
Repayment of loan from related party	—	(318,256)
Repayment of external loan	—	(707,125)
Finance lease liabilities paid, net of accretion	(339,540)	(870,771)
Net cash flows used in financing activities	(339,540)	(1,106,689)

Net (decrease)/increase in cash and cash equivalents	(485,642)	1,280,113
Cash and cash equivalents at the beginning of the period	2,924,016	2,696,276
Effects of exchange rate changes on cash and cash equivalents	(1,254,584)	(3,057,865)
Cash and cash equivalents at the end of the period	1,183,790	918,524


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

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1	Establishment and operations

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

The condensed interim consolidated financial statements as at and for the six-month period ended 30 June 2024 consist of the Parent Company and its subsidiaries (together referred to as the “Group”). The Group’s principal head office is located in The Offices 4, One Central, Dubai World Trade Centre, Street 1, Dubai, United Arab Emirates.

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

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

1.1	Consolidated subsidiaries

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

As of 30 June 2024, the Group still maintained control for all subsidiaries, however, certain subsidiaries were decided to be held for sale or to be discontinued, subsidiaries listed below will be presented with the same alignment.

Continued operations


	Country of	Legal ownership %				Principal
Company name	incorporation	30-June-24		31-Dec-23		business activities
Swvl Inc.	British Virgin Islands	100	%	100	%	Holding company
Pivotal Merger Sub Company I	Cayman Islands	100	%	100	%	Merger entity
Swvl Global FZE	UAE	100	%	100	%	Headquarters and management activities
Swvl for Smart Transport Applications and Services LLC	Egypt	99.80	%	99.80	%	Providing a technology
						platform to enable
Swvl Saudi for Information Technology	Kingdom of Saudi Arabia	100	%	100	%	passenger transportation

(6)

Table of Contents

1.1

Consolidated subsidiaries (continued)

ii)

Discontinued operations


	Country of	Legal ownership %				Principal
Company name	incorporation	30-June-24		31-Dec-23		business activities
Swvl Technologies FZE	UAE	100	%	100	%
Swvl NBO Limited	Kenya	100	%	100	%	Providing a technology
Swvl Technologies Ltd.	Kenya	100	%	100	%	platform to enable
Smart Way Transportation LLC (i)	Jordan	—		—		passenger transportation
Swvl MY For Information Technology SDN BHD	Malaysia	100	%	100	%
Viapool Inc., a direct subsidiary of Swvl Global FZE	Delaware, USA	51	%	51	%	Holding company
Movilidad Digital SAS, a subsidiary of Viapool, Inc.	Argentina	51	%	51	%
Viapool SRL, a subsidiary of Viapool, Inc.	Argentina	51	%	51	%	Providing a technology
Viapool SPA, a subsidiary of Viapool, Inc.	Chile	51	%	51	%	platform to enable
Swvl Brasil Tecnologia LTDA, a subsidiary of Viapool, Inc.	Brazil	51	%	51	%	passenger transportation
Swvl Germany GmbH (formerly “Blitz B22-203 GmbH”), a direct subsidiary of Swvl Inc.	Germany	100	%	100	%	Holding company
Door2Door GmbH, a subsidiary of Swvl Germany GmbH	Germany	100	%	100	%	Providing a technology platform to enable passenger transportation

(i)

The Parent Company’s, subsidiary Smart Way Transportation LLC (Jordan), was incorporated during the year ended 31 December 2021. The subsidiary is currently legally owned by a member of the Group’s management and is in the process of a legal ownership transfer to the Group. As of 30 June 2024, the company is still in liquidation process. The subsidiary has been consolidated based on the beneficial ownership and effective control.

2	Basis of preparation

Compliance with IFRS

These condensed interim consolidated financial statements are for the six-month periods ended 30 June 2024 and 2023 and are presented in United States Dollars (“USD” or “$”), which is the functional currency of the Parent Company. They have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’.

These condensed interim consolidated financial statements do not include all of the information required in annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2023. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

ii)

Historical cost convention

These condensed interim consolidated financial statements have been prepared under the historical cost convention except for the following:

Certain financial assets, derivative warrant liabilities, derivative liabilities, convertible notes, and earnouts liabilities that are measured at fair value.

Income and expenses that have been accounted for using the accrual basis.

(7)

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2Basis of preparation (continued)

ii)Historical cost convention (continued)

The consolidated financial statements have been presented in US Dollars (“USD”, “$”) which is the reporting currency of the Group.

2.1	Going concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to discharge its liabilities in the ordinary course of business. The Group incurred a loss of $ 5,692,847 for the six-month period ended 30 June 2024 (profit of $2,077,468 for the six-month period ended 30 June 2023), had accumulated losses of $ 335.2 million as at 30 June 2024 ($ 329.5 million as at 31 December 2023), and had negative operating cash flows of $ 0.5 million for the six-month period ended 30 June 2024 (positive operating cash flows of $ 2.2 million for the six-month period ended 30 June 2023). Notwithstanding these results, Management believes there are no events or conditions that give rise to doubt the ability of the Group to continue as a going concern for a period of twelve months after the preparation of the consolidated financial statements.

2.2	Amended standards adopted by the Group

A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

2.3Accounting policies

The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended 30 June 2024 are consistent with those used in the annual consolidated financial statements for the year ended 31 December 2023.

3Critical accounting judgments and estimates

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the six-month period ended 30 June 2024 and 2023, including the key sources of estimation uncertainty, were the same as those applied in the Group’s annual consolidated financial statements for the year ended 31 December 2023.

(8)

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4Property and equipment

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Leasehold improvements	498,813	591,525
Furniture, fittings and equipment	87,302	160,168
Property and equipment, net	586,115	751,693

5Intangible assets


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	Net book value	Net book value
	USD	USD
Licenses (i)	129,052	225,776
	129,052	225,776

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

6Prepaid expenses and other current assets


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Withholding tax receivables	903,915	1,219,986
Other assets	481,182	198,275
Refundable deposits	129,765	206,011
Prepaid expenses	2,330	517,922
	1,517,192	2,142,194

(9)

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7Trade and other receivables


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Trade receivables	2,598,822	3,991,175
Accrued income	1,970,982	2,001,030
Customer wallet receivables	686,561	715,955
Less: provision for expected credit losses	(1,877,815)	(2,328,308)
	3,378,550	4,379,852

Other receivables	616,248	948,025
	3,994,798	5,327,877

8Cash and bank balances


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Cash at banks	1,181,878	2,921,086
Cash in hand	391	1,669
	1,182,269	2,922,755

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Cash attributable to continued operations	1,182,269	2,922,755
Cash attributable to discontinued operations	1,521	1,261
	1,183,790	2,924,016

9Share capital

a. Share capital:

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

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

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

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

(10)

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9Share capital (Continued)

a. Share capital: (Continued)

The below table sets out the Group’s share structure during the period ended 30 June 2024 and the year ended 31 December 2023:


	At 30 June 2024		At 31 December 2023
	Authorized	Issued	Authorized	Issued
Class A ordinary shares	20,000,000	9,194,000	20,000,000	6,791,605
Preferred shares	55,000,000	—	55,000,000	—
	75,000,000	9,194,000	75,000,000	6,791,605


	At 30 June 2024		At 31 December 2023
	Number	Share	Number	Share
	of shares	capital	of shares	capital
Issuance of shares to shareholders	7,044,557	17,611	4,642,162	11,605
Issuance of shares to SPAC shareholders	557,960	1,395	557,960	1,395
Conversion of convertible notes	645,018	1,612	645,018	1,612
Issuance of shares to PIPE investors	158,656	397	158,656	397
Other shares	787,809	1,970	787,809	1,970
	9,194,000	22,985	6,791,605	16,979

b. Share premium:


		At 30 June 2024
		Share Premium
Issuance of shares to shareholders		95,129,162
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the period		31,887,125
		433,709,724
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		349,691,503


		At 31 December 2023
		Share Premium
Issuance of shares to shareholders		92,732,811
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the year		31,887,125
		431,313,373
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		347,295,152

(11)

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10Employee share scheme reserve

At 30 June 2024, the employee share scheme reserve balance was $ 467,063 (at 31 December 2023: $507,677).

Total reversal arising from share-based payment transactions recognized in the consolidated statement of comprehensive income as part of employee benefit was $ 40,614 for the six-month period ended 30 June 2024 (expense of $386,198 for the six-month period ended 30 June 2023). The fair value change is a result of the decline in share price during the period which, in turn, led to a decrease in the probability of exercising options and the value of each option. Grant date was achieved after the award date for majority of awarded shares as the grant date was linked to the business combination transaction. Shares was only granted when business combination transaction was consummated.

11Accounts payable, accruals and other payables


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Financial items
Accounts payables	6,778,838	6,812,265
Captain payables	322,652	441,815
Salaries payable	98,612	289,236
Accrued expenses	79,574	205,729
Other payables	101,168	145,818
	7,380,844	7,894,863
Other payables non-current portion	(24,977)	(83,961)
	7,355,867	7,810,902
Non-financial items
Advances from individual customers (e-wallets) (ii)	12,206	18,935
Total accounts payable, accruals and other payables	7,368,073	7,829,837

(i)

During the six-month period ended 30 June 2023, the Group entered into settlement agreements with a significant number of creditors. These settlement agreements released the Group of a significant portion of creditor balances, mainly associated with the SPAC transaction, as of the reporting date by discounting a portion of the liability. These settlement agreements resulted in discounts amounting to $ 16,637,801 which were contingent on the Group's immediate settlement of these outstanding balances and upon the closing date of these settlement agreements (Note 17). The Group abided by the terms of these settlement agreements and settled the outstanding balances at the respective closing date of each settlement agreement. The discounted amounts were charged to the consolidated statement of comprehensive income.

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

12Deferred purchase price

The movement in the deferred purchase price is as follows:


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Opening balance	1,207,682	7,619,581
Change in fair value	1,669,197	(727,134)
Issuance of shares	(179,060)	(306,936)
Settlements	—	(5,377,829)
Ending balance	2,697,819	1,207,682

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Table of Contents

12Deferred purchase price (Continued)

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

The deferred purchase price is detailed as follows:


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Shotl	627,158	627,158
Urbvan	2,041,242	572,799
Door2Door	29,419	7,725
	2,697,819	1,207,682


	(Unaudited)	(Audited)
	At 30 June	At 31 December
Maturity analysis	2024	2023
	USD	USD
Less than one year (current)	2,697,819	1,207,682
	2,697,819	1,207,682

13Revenue

The Group derives its revenue principally from end-users who use the Group’s platform to access routes predetermined by the Group. Revenue for transport services represents the total amount of fees charged to the end user for these services, net of items as disclosed in the revenue reconciliation table below.

Disaggregated revenue information


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Business to business – TaaS	6,001,062	8,194,324
Business to customers – B2C	2,065,946	2,921,689
	8,067,008	11,116,013

Revenue by geographical location


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Egypt	6,636,048	10,389,858
Kingdom of Saudi Arabia	1,430,960	726,155
	8,067,008	11,116,013

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14Cost of sales


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Captain costs	6,347,514	9,329,612
Captain bonuses	22,045	68,844
Captain deductions	(48,930)	(87,195)
Tolls and fines	2,119	41,367
	6,322,748	9,352,628

15General and administrative expenses


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Staff costs	3,547,601	1,490,040
Professional fees	763,538	244,135
Technology costs	285,654	458,376
Other expenses	343,754	52,649
Depreciation of property and equipment	130,529	137,519
Rent expense	110,270	55,727
Depreciation of right-of-use assets	92,603	107,039
Insurance	56,755	17,534
Office expenses	54,160	73,207
Travel and accommodation	26,278	19,551
Amortization of intangible assets	19,916	4,628
Outsourced employees	11,761	125,622
Entertainment	8,921	535
	5,451,740	2,786,562

16	Other expenses


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Listing costs	625,078	2,305,274
	625,078	2,305,274

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17	Other Income


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Other income	273,088	129,913
Creditor settlements (Note 11)	—	16,637,801
	273,088	16,767,714

18Taxes

18.1Deferred tax asset

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes at the enacted rates. The significant components of the Group’s deferred tax assets as of the six-month period ended 30 June 2024 indicated below were as follows:


	(Unaudited) For
	the six-month	(Audited) For the
	period ended 30	year ended 31
	June 2024	December 2023
	USD	USD
Deferred tax asset movement

Opening balance	9,468,808	18,708,988
Foreign currency adjustments	(3,364,687)	(5,039,739)
Transfers to assets held for sale	—	(4,241,746)
Income tax benefit	—	41,305
Closing balance	6,104,121	9,468,808

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19Earnings/(loss) per share

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

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

As the Group was loss-making during the six-month period ended 30 June 2024, potentially dilutive instruments all have an anti-dilutive impact and therefore have been excluded in the calculation of diluted weighted average number of ordinary shares outstanding. These instruments include certain outstanding equity awards, warrants, share options and convertible loans and could potentially dilute earnings per share in the future.

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


	(Unaudited)	(Unaudited)
	For the six-	For the six-
	month period	month period
	ended 30	ended 30
	June 2024	June 2023
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company	(5,692,847)	3,589,285
Loss from discontinued operations for the period attributable to equity holders of the Parent Company	—	(1,511,817)

Weighted average number of ordinary shares outstanding during the period	8,528,466	6,566,922

Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – basic	(0.67)	0.55

Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – diluted	(0.67)	0.44

Profit/(loss) per share attributable to equity holders of the Parent Company – basic	(0.67)	0.32

Profit/(loss) per share attributable to equity holders of the Parent Company – Diluted	(0.67)	0.25

20Related party transactions and balances

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

Interest in subsidiaries

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

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20Related party transactions and balances (continued)

Compensation of key management personnel

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


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Compensation and short-term employee benefits	2,196,693	344,355
	2,196,693	344,355

On December 26, 2023, the Board of Directors of Swvl approved a grant of 2,315,934 Restricted Stock Units (“RSUs”) to Swvl’s senior management vesting on March 31, 2024, pursuant to their respective employment agreements, and issued in consideration for services provided to the Group.

Balances with related parties

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Due to Board members	—	131,523
	—	131,523

Transactions with related parties

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


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Payments made on behalf of the Group	—	556,000
Loan from a related party	—	139,000

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21Financial instruments by category

Financial assets as per statement of financial position


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
At fair value
Sublease receivables	230,984	571,022
At amortised cost
Trade and other receivables	3,994,798	5,327,877
Cash and cash equivalents	1,182,269	2,922,755
	5,408,051	8,821,654

Financial liabilities as per statement of financial position


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Accounts payable, accruals and other payables excluding non-financial items	7,380,844	7,894,863
Deferred purchase price	2,697,819	1,207,682
Lease liabilities	1,322,871	1,662,411
Current tax liabilities	464,134	627,068
Derivative warrant liabilities	85,136	106,420
Due to related parties	—	131,523
	11,950,804	11,629,967

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22Fair value of financial instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

●

in the principal market for the asset or liability; or

●

in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly.

Level 3: inputs that are unobservable inputs for the asset or liability.

The carrying amounts of the financial assets and financial liabilities approximate their fair values.

23Subsequent events

On November 18, 2024, the Group entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) for a private placement financing with certain investors, including certain members of its Board of Directors to purchase $4.7 million Class A Ordinary Shares of the Company. Under the Securities Purchase Agreement, the investors have agreed to purchase, 981,211 of the Company’s Class A Ordinary Shares, $0.0025 par value per share or pre-funded warrants in lieu thereof at a purchase price of $4.79. The purchasers in such offering agreed to execute lock up and leak our agreements, pursuant to which they agreed to lock up the securities purchased in the offering for a period of six months, as well as agreed to transfer up to twenty percent of the securities purchased for each ninety-day period thereafter in an amount not more than twenty percent of the trading volume on a proposed date of sale.

Subsequent to 30 June 2024, certain warrant holders related to the deferred purchase price from Urbvan have exercised their warrants. 78% of the warrants outstanding on 30 June 2024 have been exercised as of the date of signing these condensed interim consolidated financial statements.

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Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. You should read the following discussion and analysis of our financial condition and results of operations together in conjunction with our interim consolidated financial statements and the notes to such financial statements, which are included in this Report of Foreign Private Issuer on Form 6-K (the “Report”). In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), including the consolidated annual financial statements as of December 31, 2023, and their accompanying notes include therein, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2024.

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

Unless otherwise indicated, all references to the terms, “Swvl”, “we”, “us”, “our”, or the “Group” or “Company” refer to the business of Swvl Holdings Corp and its subsidiaries, “H1 2024” refers to the six-month period ending June 30, 2024, “H1 2023” refers to the six-month period ending 30 June 2023, “FY 2023” refers to the fiscal year of Swvl ended December 31, 2023, “FY 2022” refers to the fiscal year of Swvl ended December 31, 2022.

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

Forward-Looking Statements

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

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

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

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

Overview

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

Components of Results of Operations

Revenue

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

Cost of Sales

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

General and Administrative Expenses

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

Sales and Marketing Costs

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

Other Income/(expenses)

Our other income/(expenses) consists primarily of recovery of previously written off asset that were not expected to be recovered and other expenses which consist primarily of indirect tax expenses and other expenses not categorized elsewhere.

Finance Income and Finance Costs

Our finance income consists primarily of interest income from bank deposits. Our finance costs consist primarily of lease finance charges and interest expense on financial liabilities, such as Swvl’s convertible notes and other instruments.

Changes in Fair Value of Financial Liabilities

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

Income Tax 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 for the Period from Discontinued Operations

The Group has discontinued various operations in select markets on account of a certain portfolio optimization program during FY 2022 and FY 2023, 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.

A. Operating Results

Results of Operations

The following selected consolidated financial data is derived from the unaudited financial statements of the Company for H1 2024 and H1 2023, and should be read in conjunction with the information contained in our Annual Report for the year ended December 31, 2023, including the consolidated annual financial statements as of December 31, 2023, and their accompanying notes include therein, filed with SEC on April 30, 2024.

Our historical results are not necessarily indicative of the results of future operations. For a comparison of FY 2022 to the year ended December 31, 2021, see our Annual Report on Form 20-F for the fiscal year ending December 31, 2022 and the amendment thereto, filed with the SEC on October 31, 2024.


	For the period ended 30 June
($million)	2024	2023
Continued operations
Revenue	8.07	11.12
Cost of sales	(6.32)	(9.35)
Gross profit	1.74	1.76
General and administrative expenses	(5.45)	(2.79)
Selling and marketing expenses	(0.01)	(0.02)
Other expenses	(0.54)	(2.31)
Other income	0.27	16.77
Operating Profit / (loss)	(4.07)	13.42
Change in fair value of financial liabilities	(1.65)	0.15
Gain on disposal of subsidiaries	—	0.97
Write-down of assets held for sale	—	(10.89)
Finance income	0.08	—
Finance cost	(0.05)	(0.06)
Profit/(loss) for the period before tax from continuing operations	(5.69)	3.59
Income tax benefit	—	—
Profit/(loss) for the period from continuing operations	(5.69)	3.59

Discontinued operations
Loss for the period from discontinued operations	—	(1.51)
Profit /(loss) for the period	(5.69)	2.08

Other comprehensive income
Exchange difference on translations of foreign operations	(4.71)	(2.95)
Total comprehensive loss for the period	(10.41)	(0.87)

H1 2024 Compared to H1 2023


	For the period ended June 30,
					H1 2023 - H1 2024
($ million)	2024		2023		% Change
Total Revenue	$	8.07	$	11.12	(27)	%
Disaggregated by
Business to customer	$	2.07	$	2.92	(29)	%
Business to business	$	6.0	$	8.2	(27)	%

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

Revenues from B2C for H1 2024 were approximately $2.07 million, a decrease of approximately $0.85 million, or 29%, compared to H1 2023. Revenue decreased by approximately 7% in operations on account of our continued strategy of focusing heavily on the most profitable and utilized routes across our network. The remaining variance of the decline is due to the devaluation of the EGP compared to the USD, as we have operated this business exclusively inside Egypt during H1 2024.

Revenues from B2B for H1 2024 were approximately $6.0 million, a decrease of approximately $2.2 million, or 27%, compared to H1 2023. The decrease was due to the termination of certain client contracts that did not meet our minimum profitability and working capital requirements during H1 2023 (as part of our continued strategy that focuses on profitability and sustainable operations and due to the devaluation of the EGP compared to the USD). Subsequently, after H1 2024, we have continued to secure multiple-year contracts across Egypt, Saudi Arabia and the United Arab Emirates with a goal to grow the business again with contracts that meet our profitability and working capital requirements, such as the telecom giant e&, and Bosch.

Further Analysis Using Constant Currency

During FY 2023 and FY 2024, 93.47% and 82.23% of our total revenues were generated in Egypt respectively. We continue to monitor the economic environment for changes impacting our business and have taken multiple measures such as expanding operations in Saudi Arabia, United Arab Emirates. We also plan to expand into other markets including the United States.

Had our business observed a constant currency from FY 2023 to FY 2024, our results of operations would have varied. We measure this variation to understand actual operating performance, without influence from currency exchange fluctuations.

The below table represents our H1 2024 revenue numbers using constant currency presentation. The currency is held constant as the average USD/EGP exchange rate, which was EGP 30.41 throughout H1 2023. This rate is used to translate all revenue generated in Egypt during H1 2024:


	Constant Currency Presentation
					H1 2023 - H1 2024
Constant currency, translated at EGP 30.41 per USD ($ million)	H1 2024		H1 2023		% Change
Total Revenue	$	10.11	$	11.12	(9)	%
Disaggregated by
Business to customer	$	2.85	$	2.92	(2)	%
Business to business	$	7.26	$	8.2	(11)	%

In a constant currency presentation, our total revenue would be stated at $10.11, compared to $8.07 on actual currency presentation, which represents a $2.04 million increase, or 25%.

Cost of Sales


	For the period ended June 30
						H1 2023 - H1 2024
($ million)	2024			2023		% Change
Cost of Sales	$	6.32		$	9.35	(32)	%
Split into
Captain costs	$	6.35		$	9.33	(32)	%
Captain bonuses	$	0.02		$	0.07	**
Captain deductions	$	(0.05)		$	(0.09)	**
Tolls and fines	$	0.00	*	$	0.04	**

*Amount is less than $10,000

** Percentage not meaningful

Cost of sales for H1 2024 was approximately $6.32 million, a decrease of approximately $3.03 million, or 32%, compared to H1 2023. While this decrease is due to the reduction in revenue, the decrease in cost of sales was higher than the decrease in revenue during the relevant period due to our strategy of focusing on profitable operations and the further development of our technologies (which is expected to enhance our fleet operations).

General and Administrative Expenses


	For the period ended June 30
					FY 2022 - FY 2023
($ million)	2024		2023		% Change
General and administrative expenses	$	5.45	$	2.79	96	%

General and administrative expenses for H1 2024 were approximately $5.45 million, an increase of approximately $2.67 million, or 96% from H1 2023. This increase is primarily due to a Restricted Share Unit (“RSU”) grant to management in 2023.The total award cost was recognized in H1 2024 at $2.03 million. Professional fees have also increased by approximately $0.52 million as a result of the audit, valuations and other professional services rendered. Other items within general and administrative expenses in H1 2023 and H1 2024 stayed on average, consistent, this includes items such as technology fees, depreciation of property and equipment and right-of-use, rent expense, and other expenses.

Sales and Marketing Expenses


	For the period ended June 30
					H1 2023 - H1 2024
($ million)	2024		2023		% Change
Sales and marketing expenses	$	0.01	$	0.02	*

* Percentage not meaningful

Our sales and marketing expenses for both periods presented in the table above are negligible due to our strategy of continued profitability and sustainable operations. During FY 2022, we spent approximately $17.5 million on sales and marketing, which were mainly used to grow our B2C business, However, as we continue today to carefully curate our B2C portfolio for profitability, we have not incurred any expenses on performance marketing and growth-related advertisements. We believe that we can continue to expand our B2C and B2B portfolio with minimal investments in sales and marketing, as we employ a wider array of tools and methods to attract new clients.

Other Expenses

* Percentage not meaningful

Other expenses for H1 2024 were approximately $0.63 million, a decrease of approximately $1.68 million. This decrease is primarily due to the reduction of insurance costs.

Other Income


	For the period ended June 30
			H1 2023 - H1 2024
($ million)	2024	2023	% Change
Other income	0.27	0.13	*
Creditors settlement	0.00	16.64	*

* Percentage not meaningful

Other income in H1 2023 was approximately $16.77 million, out of which approximately $16.64 million pertained to agreements which the Group entered into with its prior creditors. These agreements released the Group from a significant portion of creditor balances, mainly associated with the business combination transaction we entered into in March 2022, as of the reporting date by discounting a portion of the liability. These agreements resulted in discounts amounting to approximately $16.4 million, which were contingent on the Group’s immediate settlement of these outstanding balances and upon the closing date of these agreements. The Group abided by the

terms of these agreements and settled the outstanding balances at the respective closing date of each agreement. The discounted amounts were charged to the consolidated statement of comprehensive income.

Change in fair value of financial liabilities


	For the period ended June 30
			H1 2023 - H1 2024
($ million)	2024	2023	% Change
Changes in fair value of financial liabilities	(1.65)	0.15	*

* Percentage not meaningful

Change in fair value of financial liabilities for H1 2024 was approximately a loss of $1.65 million, compared to a gain of $0.15 million in H1 2023. This loss is mainly due to certain warrants which were outstanding and held at a higher fair value as of June 30, 2024, compared to their fair value as of June 30, 2023 (due to a change in our stock price from $6.36 per share to $1.25 per share on June 30, 2024 and June 30, 2023, respectively).

Subsequent to 30 June 2024, certain warrant holders related to the deferred purchase price from Urbvan have exercised their warrants. Approximately 78% of the warrants outstanding on 30 June 2024 have been exercised as of the date of signing these condensed interim consolidated financial statements.

Gain on disposal of subsidiaries


	For the period ended June 30
			H1 2023 - H1 2024
($ million)	2023	2022	% Change
Gain on disposal of subsidiaries	0.0	0.97	*

* Percentage not meaningful

Gain on disposal of subsidiaries for H1 2024 was nil compared to a gain of $0.97 million in H1 2023, which were the recorded gains of disposing of certain subsidiaries during the period including our business in Turkey, Spain and Pakistan.

Write-down of assets held for sale

* Percentage not meaningful

Write-down of assets held of sale was nil for H1 2024, compared to $10.89 million for H1 2023. This pertained particularly to our entity in Mexico, which was sold during FY 2023. This amount was recognized upon the sale of the entity to record the difference between the fair value of consideration and net assets of the Company.

Finance Income and Finance Cost


	For the period ended June 30
						H1 2023 - H1 2024
($ million)	2024		2023			% Change
Finance income	$	0.08	$	0.00	*	**
Finance costs	$	(0.05)	$	(0.06)		**

*Amount is less than $10,000 ** Percentage not meaningful

Finance income for H1 2024 was approximately $0.08 million. Finance income is mainly driven by dividend income generated from the Group’s cash sweep account and short-term treasury bills. On average, we maintained higher cash reserves during H1 2024 over H1 2023, hence the increase in our finance income.

Finance costs for H1 2024 were approximately $0.05 million, as compared to $0.06 million for H1 2023. Those are mainly interest expenses for financial leases and other financial liability.

Loss from discontinued operations


	For the period ended June 30
					FY 2022 -FY 2023
($ million)	2024		2023		% Change
Loss from discontinued operations	$	0.0	$	1.51	*

* Percentage not meaningful

Loss from discontinued operations for H1 2024 was nil, compared to approximately $1.51 million in H1 2023. This line item represents all losses made in locations where we have decided not to continue operations on account of a certain portfolio optimization program which began in FY 2022. During H1 2023, we discontinued operations in Mexico and thus the H1 2023 amount reflects our loss from this entity for the period.

Non-IFRS Financial Measures

In addition to the measures presented in our consolidated financial statements, we use the below non-IFRS financial measure to help us evaluate our business results. All data coming from the discontinued operations has been omitted from current and comparative periods.

Adjusted EBITDA

Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is a non-IFRS financial measure calculated as loss for the year or period adjusted to exclude the following items which we do not believe are reflective of our operating performance:

(i)

depreciation of property and equipment, and right-of-use assets;

(ii)

amortization of intangible assets;

(iii)

provision for employees’ end of service benefits;

(iv)

employee share-based payment charges;

(v)

impairment of financial assets;

(vi)

impairment of assets;

(vii)

recapitalization costs;

(viii)

finance income and costs, net;

(ix)

fair value gains rising from financial liabilities,; and

(x)

taxes.

Our definition of Adjusted EBITDA may be different from those used by other companies, and therefore, may not be comparable. Furthermore, our definition of Adjusted EBITDA has certain limitations in that it does not include the impact of certain expenses that are reflected in our consolidated financial statements that are necessary to running our business. Thus, Adjusted EBITDA should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with IFRS.

We compensate for these limitations by providing a reconciliation of Adjusted EBITDA to the most directly comparable IFRS financial measure, loss for the year or period. We encourage readers, investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our Adjusted EBITDA in conjunction with its related IFRS financial measure.

Adjusted EBITDA has limitations as a financial measure, and as such should be considered as supplemental in nature. It is not meant as a substitute for the related financial information prepared in accordance with IFRS. These limitations include the following:

(i)

Adjusted EBITDA excludes depreciation of property and equipment and right-of-use assets, and although these are non-cash charges, the assets being depreciated may have to be replaced in the future. Adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

(ii)

Adjust EBITDA excludes amortization of intangible assets;

(iii)

Adjusted EBITDA excludes provision for employees’ end of service benefits and excludes employee share-based payment charges, which has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy;

(iv)

Adjusted EBITDA does not reflect impairment of financial assets and impairment of assets as recognized in the consolidated statement of comprehensive loss;

(v)

Adjusted EBITDA does not reflect recapitalization costs resulting from the business combination transaction;

(vi)

Adjusted EBITDA does not reflect components of finance income and costs, net;

(vii)

Adjusted EBITDA does not reflect period fair value gains rising from financial liabilities; and,

(viii)

Adjusted EBITDA does not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes.

Reconciliation from Loss for the Period to Adjusted EBITDA


	For the period ended June 30
($million)	2024		2023
Profit/(loss) for the period from continuing operations	$	(5.69)	$	2.08
Add: Depreciation of property and equipment	$	0.13	$	0.51
Add: Depreciation of right-of-use assets	$	0.1	$	0.8
Add: Amortization of intangible assets	$	0.02	$	1.84
Add: Provision for employees’ end of service benefits	$	—	$	0.03
Add: Employee share-based payments	$	2.43	$	0.51
Add: Finance income and costs, net	$	0.03	$	0.55
Add/Less: Change in fair value of financial liabilities	$	1.65	$	(0.15)
Less: Tax	$	—	$	—
Adjusted EBITDA	$	(1.33)	$	6.17

B. Liquidity and Capital Resources

Our principal sources of liquidity have been cash and cash equivalents raised from cash generated from operating activities and the issuance of shares.

Our total liabilities exceeded our total assets by approximately $2.13 million for H1 2024 compared to total assets exceeding total liabilities by approximately $5.92 million for H1 2023. We incurred a loss for the period of approximately $5.69 million for H1 2024 and a profit of $2.08 million during H1 2023. We have accumulated losses of approximately $335.2 million and $329.5 million as of June 30, 2024 and June 30, 2023, respectively.

To support our business plans, during FY 2023, we obtained additional financing amounting to $12 million by selling our Urbvan subsidiary ($9.5 million net of selling costs) and have issued 253,834 class A ordinary shares through our equity financing line, amounting to $789,462. During FY 2023, we have used these proceeds to continue to support our business and enter into agreements with prior creditors to extinguish our prior liabilities. Our cash and cash equivalents balance was $1.18 million and $2.92 million as of June 30, 2024 and June 30, 2023, respectively.

Subsequently, on November 17, 2024, we entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) for a private placement financing with certain investors, including certain members of its Board of Directors to purchase $4.7 million of our Class A Ordinary Shares. Under the Securities Purchase Agreement, the investors agreed to purchase, 981,211 of the Company’s Class A Ordinary Shares or pre-funded warrants in lieu thereof at a purchase price of $4.79.

On November 25, 2024, we obtained a sustainable credit facility with HSBC Bank in the amount of up to $0.6 million (subject to certain milestone conditions) aimed at financing our expansions and pipeline of contracts. This sustainable credit facility enables us to factor invoices with certain customers at our discretion, and we believe this allows us to have better management over the timing of our cash flows. To date, we have approximately $0.04 million drawn down from this credit facility.

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

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

Our future capital requirements depend on many factors including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, the expansion of sales and marketing activities, and the expansion of our business into new geographies and markets. To enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, we may in the future seek equity or debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.

Cash Flows

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


	For the period ended June 30
($million)	2024	2023
Cash flow from/(used in):
Operating Activities	(0.52)	2.24
Investing Activities	0.37	0.15
Financing Activities	(0.34)	(1.11)
Net increase (decrease) in cash and cash equivalents	(0.49)	1.28

Operating Activities

During H1 2024, net cash used in operating activities was approximately $0.52 million, primarily consisting of approximately $5.69 million net loss, offset by adjustments of non-cash expenses, such as depreciation, amortization, and other non-cash loss for a total of $4.37 million. Net impact from changes in working capital also offset our net loss by approximately $0.81 million, which mainly consisted of an approximately $1.18 increase in trade and other receivables, an approximately $0.63 million increase in prepaid expenses and other current assets, and a reduction of accounts payable, accruals and other payables of approximately $0.7 million

During H1 2023, net cash from operating activities was approximately $2.24 million, resulting mainly from net profits of approximately $2.08 million, approximately $10.89 million from the write down of assets held for sale, approximately $3.16 million in depreciation and amortization. These were offset by $16.64 million in creditors settlement, approximately $0.97 million on gain of disposal of subsidiaries. Further, impact from changes in working capital related mainly to trade and other receivables increased cash flow from

operating activities by $3.2 million, approximately $0.78 million in prepaid expenses and approximately $0.56 million in due to related party. This was offset by a decrease of approximately $0.56 million in current tax liabilities.

Investing Activities

During H1 2024 and H1 2023, we generated approximately $0.37 million and $0.15 million net cash flows, respectively, from investing activities from our sublease rental of our office in the Dubai, United Arab Emirates.

Financing Activities

Net cash used in financing activities was $0.34 in H1 2024, and pertains to our finance lease liabilities paid, net of accretion.

Net cash used in financing activities was $1.11 million for H1 2023, primarily consisting of $0.78 million in proceeds from the issuance of convertible notes, offset by lease liabilities and other loan repayments during the year, which amounted to $1.89 million.

Holding Company Structure and Dividends

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

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

Capital Expenditures

We did not incur any capital expenditures during H1 2024 and H1 2023. Our historical capital expenditures are primarily related to additions and purchases of property and equipment, which included the purchase of fixtures and furniture, leasehold improvements and employee laptops. While we are an asset-light business, we expect to moderately increase our capital expenditures to meet the expected growth in scale of our business and as we expand geographically and bolster our existing offerings. We expect that cash received in connection with the Business Combination and cash from operating activities and financing activities will be used to meet our capital expenditure and marketing spend needs in the foreseeable future.

Indebtedness

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

Off-Balance Sheet Arrangements

As of December 31, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of June 30, 2024.


	Payments Due by Period
($million)	<1 year	1-5 years	>5 years	Total
Convertible Notes	0	0	—	0
Lease Liabilities Commitments	0.52	0.8	—	1.32
Deferred and Contingent Consideration	2.7	—	—	2.7

C. Research and Development, Patents and Licenses

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

D. Trend Information

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

E. Critical Accounting Estimates

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

Revenue

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

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

End-user discounts and promotions

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

●

Targeted end user discounts and promotions. These discounts and promotions are offered to specific end-users in a market with a goal to acquire, re-engage or increase the end-users’ use of the platform. Because the end-user does not provide the Company with a distinct goods or services against these promotions and discounts, the Company deducts the amount of these promotions and discounts from the transaction price when recognizing revenue.

●

Free credits. We provide end-users booking intercity routes using Swvl’s Travel platform with free credits to encourage bookings of a two-way trip between origin and destination cities. Under Swvl’s free credit program, a credit is transferred to an end-user’s wallet on the Swvl application after the completion of the first trip. that the end-user can then consume while paying for the return trip. Because we provide the discount that is to be used in the future by the end-user, the free credit is recognized as a liability until it is redeemed by the end-user or the validity period of such credit lapses. However, this liability is not recognized when it is immaterial.

●

End-user referrals. End-user referrals are earned when an existing end-user (the “Referring end-User”) refers a new end-user (the “Referred End-User”) to the Swvl platform and the Referred End-User books their first ride on the platform. These referrals are typically paid in the form of a credit given to the Referring End-User. The Referring End-User is deemed to provide growth and marketing services to the Company as it provides a distinct good or service against the end-user referral discounts. As a result of this, the end-user referrals are recognized as sales and marketing costs.

●

Market-wide promotions. Market-wide promotions reduce the end-user fare charged for all or substantially all rides in a specific market in the form of discounts. As a result, we recognize the cost of these promotions as a reduction of revenue when the ride is completed.

Deferred tax

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

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

Share-based payments

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

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

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

Risk Factors

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

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) (the “Nasdaq Listing Rule”), we are required to maintain a minimum of $2,500,000 in shareholders’ equity for continued listing on The Nasdaq Capital Market. As of June 30, 2024, our shareholders’ equity was negative $2.13 million, which was not incompliance with the Nasdaq Listing Rule.

In efforts to increase our shareholders’ equity and regain compliance with the Nasdaq Listing Rule, on November 17, 2024, we entered into a Securities Purchase Agreement for a private placement financing with certain investors, including certain board members of the Company, pursuant to which we sold 981,211 of our ordinary shares (or their equivalent) for aggregate gross proceeds of $4.7 million. Following the closing of the offering, our shareholders’ equity increased to approximately $2.57 million. Therefore, as of the date of this Report, we believe that we regained compliance with the minimum shareholders’ equity requirement pursuant to Nasdaq Listing Rule 5550(b)(1).

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2024
Document and Entity Information [Abstract]
Document Type	6-K
Document Period End Date	Jun. 30, 2024
Entity Registrant Name	Swvl Holdings Corp
Entity Central Index Key	0001875609
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed interim consolidated statement of financial position - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Non-current assets
Property and equipment	$ 586,115	$ 751,693
Intangible assets	129,052	225,776
Right-of-use assets	321,199	484,362
Deferred tax assets	6,104,121	9,468,808
Total non current assets	7,140,487	10,930,639
Current assets
Prepaid expenses and other current assets	1,517,192	2,142,194
Trade and other receivables	3,994,798	5,327,877
Sublease receivables	230,984	571,022
Cash and cash equivalents	1,182,269	2,922,755
Total current assets	6,925,243	10,963,848
Assets classified as held for sale	1,521	1,261
Total assets	14,067,251	21,895,748
EQUITY
Share capital	22,985	16,979
Share premium	349,691,503	347,295,152
Employee share scheme reserve	467,063	507,677
Foreign currency translation reserve	(16,277,827)	(11,466,066)
Reserve of disposal groups classified as held for sale	2,204,971	2,106,737
Accumulated losses	(335,199,151)	(329,506,304)
Equity attributable to equity holders of the Parent Company	909,544	8,954,175
Non-controlling interests	(3,039,317)	(3,039,317)
Total (deficit)/ equity	(2,129,773)	5,914,858
Non-current liabilities
Derivative warrant liabilities	85,136	106,420
Accounts payable, accruals and other payables	24,977	83,961
Lease liabilities	807,831	1,021,716
Total non current liabilities	917,944	1,212,097
Current liabilities
Accounts payable, accruals and other payables	7,368,073	7,829,837
Deferred purchase price	2,697,819	1,207,682
Current tax liabilities	464,134	627,068
Due to related party		131,523
Lease liabilities	515,040	640,695
Total current liabilities	11,045,066	10,436,805
Liabilities directly associated with assets classified as held for sale	4,234,014	4,331,988
Total liabilities	16,197,024	15,980,890
Total equity and liabilities	$ 14,067,251	$ 21,895,748

Condensed interim consolidated statement of comprehensive profit or loss - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Condensed interim consolidated statement of comprehensive profit or loss
Revenue	$ 8,067,008	$ 11,116,013
Cost of sales	(6,322,748)	(9,352,628)
Gross income	1,744,260	1,763,385
General and administrative expenses	(5,451,740)	(2,786,562)
Selling and marketing costs	(13,221)	(19,967)
Other expenses	(625,078)	(2,305,274)
Other income	273,088	16,767,714
Operating (loss)/profit	(4,072,691)	13,419,296
Change in fair value of financial liabilities	(1,647,913)	149,430
Gain on disposal of subsidiaries		967,310
Write-down of assets held for sale		(10,889,775)
Finance income	78,623	4,834
Finance cost	(50,866)	(61,810)
(Loss)/profit before tax from continuing operations	(5,692,847)	3,589,285
(Loss)/profit for the period from continuing operations	(5,692,847)	3,589,285
Discontinued operations
Loss for the period from discontinued operations		(1,511,817)
(Loss)/profit for the period	(5,692,847)	2,077,468
Attributable to:
Equity holders of the Parent Company	(5,692,847)	2,077,468
(Loss)/profit for the period	$ (5,692,847)	$ 2,077,468
Profit/(loss) per share attributable to equity holders of the Parent Company
Basic	$ (0.67)	$ 0.32
Diluted	$ (0.67)	$ 0.25
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax	$ (4,713,527)	$ (2,945,749)
Total comprehensive loss for the period	(10,406,374)	(868,281)
Attributable to:
Equity holders of the Parent Company	(10,406,374)	(868,281)
Total comprehensive loss for the period	$ (10,406,374)	$ (868,281)

Condensed interim consolidated statement of changes in equity - USD ($)	Share capital	Share Premium	Share-based compensation reserve	Reserve for disposal group held for sale	Foreign currency translation reserve	Accumulated losses	Equity/(deficit) attributable to equity holders of the Parent Company	Non-controlling interests	Total
Beginning Balance at Dec. 31, 2022	$ 13,903	$ 343,435,529	$ 773,666	$ (492,474)	$ (4,347,257)	$ (332,562,780)	$ 6,820,587	$ (4,191,394)	$ 2,629,193
Profit or (Loss) for the period						2,077,468	2,077,468		2,077,468
Other comprehensive loss for the period					(2,945,749)		(2,945,749)		(2,945,749)
Total comprehensive loss for the period					(2,945,749)	2,077,468	(868,281)		(868,281)
Issuance of shares	3,052	2,506,726					2,509,778		2,509,778
Employee share scheme reserve			(386,198)				(386,198)		(386,198)
Discontinued operations				4,207,737	(4,207,737)
Disposal of a subsidiary								1,152,077	1,152,077
Ending Balance at Jun. 30, 2023	16,955	345,942,255	387,468	3,715,263	(11,500,743)	(330,485,312)	8,075,886	(3,039,317)	5,036,569
Beginning Balance at Dec. 31, 2022	13,903	343,435,529	773,666	(492,474)	(4,347,257)	(332,562,780)	6,820,587	(4,191,394)	2,629,193
Fair value of shares earnouts									(347,295,152)
Ending Balance at Dec. 31, 2023	16,979	347,295,152	507,677	2,106,737	(11,466,066)	(329,506,304)	8,954,175	(3,039,317)	5,914,858
Profit or (Loss) for the period						(5,692,847)	(5,692,847)		(5,692,847)
Other comprehensive loss for the period				98,234	(4,811,761)		(4,713,527)		(4,713,527)
Total comprehensive loss for the period				98,234	(4,811,761)	(5,692,847)	(10,406,374)		(10,406,374)
Issuance of shares	6,006	2,396,351					2,402,357		2,402,357
Fair value of shares earnouts									(349,691,503)
Employee share scheme reserve			(40,614)				(40,614)		(40,614)
Ending Balance at Jun. 30, 2024	$ 22,985	$ 349,691,503	$ 467,063	$ 2,204,971	$ (16,277,827)	$ (335,199,151)	$ 909,544	$ (3,039,317)	$ (2,129,773)

Condensed interim consolidated statement of cash flows - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Statement of cash flows [abstract]
(Loss)/profit before tax from continued operations	$ 5,692,847	$ (3,589,285)
Loss before tax from discontinued operations		(1,511,817)
(Loss)/profit for the period before tax	5,692,847	(2,077,468)
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment	130,529	513,463
Depreciation of right-of-use assets	92,603	804,836
Amortization of intangible assets	19,916	1,844,585
Write down of assets held for sale		10,889,775
Other non - cash loss/(income)	2,478,195	(16,637,801)
Gain on disposal of subsidiaries		967,310
Change in fair value of financial liabilities	(1,647,913)	149,430
Provision for employees' end of service benefits		37,711
Adjustments to reconcile profit/(loss) before tax to net cash flows	(1,323,691)	(1,586,703)
Changes in working capital:
Trade and other receivables	1,180,067	3,209,551
Prepaid expenses and other current assets	625,002	779,057
Due to related party	(131,523)	556,000
Accounts payable, accruals and other payables	(699,808)	(159,887)
Current tax liabilities	(162,934)	(555,303)
Net cash flows (used in)/from operating activities	(512,887)	2,242,715
Cash flows from an investing activity
Sublease rentals received	366,785	144,087
Net cash flows from investing activities	366,785	144,087
Cash flows from financing activities
Proceeds from issuance of share capital		635
Proceeds from issuance of convertible notes		788,828
Repayment of loan from related party		(318,256)
Repayment of external loan		(707,125)
Finance lease liabilities paid, net of accretion	(339,540)	(870,771)
Net cash flows used in financing activities	(339,540)	(1,106,689)
Net (decrease)/increase in cash and cash equivalents	(485,642)	1,280,113
Cash and cash equivalents at the beginning of the period	2,924,016
Effects of exchange rate changes on cash and cash equivalents	(1,254,584)	(3,057,865)
Cash and cash equivalents at the end of the period	$ 1,183,790	$ 918,524

Establishment and operations

6 Months Ended

Jun. 30, 2024

Establishment and operations

Establishment and operations

1	Establishment and operations

1.1	Consolidated subsidiaries

Continued operations


	Country of	Legal ownership %				Principal
Company name	incorporation	30-June-24		31-Dec-23		business activities
Swvl Inc.	British Virgin Islands	100	%	100	%	Holding company
Pivotal Merger Sub Company I	Cayman Islands	100	%	100	%	Merger entity
Swvl Global FZE	UAE	100	%	100	%	Headquarters and management activities
Swvl for Smart Transport Applications and Services LLC	Egypt	99.80	%	99.80	%	Providing a technology
						platform to enable
Swvl Saudi for Information Technology	Kingdom of Saudi Arabia	100	%	100	%	passenger transportation

1.1

Consolidated subsidiaries (continued)

ii)

Discontinued operations


	Country of	Legal ownership %				Principal
Company name	incorporation	30-June-24		31-Dec-23		business activities
Swvl Technologies FZE	UAE	100	%	100	%
Swvl NBO Limited	Kenya	100	%	100	%	Providing a technology
Swvl Technologies Ltd.	Kenya	100	%	100	%	platform to enable
Smart Way Transportation LLC (i)	Jordan	—		—		passenger transportation
Swvl MY For Information Technology SDN BHD	Malaysia	100	%	100	%
Viapool Inc., a direct subsidiary of Swvl Global FZE	Delaware, USA	51	%	51	%	Holding company
Movilidad Digital SAS, a subsidiary of Viapool, Inc.	Argentina	51	%	51	%
Viapool SRL, a subsidiary of Viapool, Inc.	Argentina	51	%	51	%	Providing a technology
Viapool SPA, a subsidiary of Viapool, Inc.	Chile	51	%	51	%	platform to enable
Swvl Brasil Tecnologia LTDA, a subsidiary of Viapool, Inc.	Brazil	51	%	51	%	passenger transportation
Swvl Germany GmbH (formerly “Blitz B22-203 GmbH”), a direct subsidiary of Swvl Inc.	Germany	100	%	100	%	Holding company
Door2Door GmbH, a subsidiary of Swvl Germany GmbH	Germany	100	%	100	%	Providing a technology platform to enable passenger transportation

(i)

Basis of preparation

6 Months Ended

Jun. 30, 2024

Basis of preparation

Basis of preparation

2	Basis of preparation

Compliance with IFRS

ii)

Historical cost convention

These condensed interim consolidated financial statements have been prepared under the historical cost convention except for the following:

Certain financial assets, derivative warrant liabilities, derivative liabilities, convertible notes, and earnouts liabilities that are measured at fair value.

Income and expenses that have been accounted for using the accrual basis.

2Basis of preparation (continued)

ii)Historical cost convention (continued)

The consolidated financial statements have been presented in US Dollars (“USD”, “$”) which is the reporting currency of the Group.

2.1	Going concern

2.2	Amended standards adopted by the Group

2.3Accounting policies

Critical accounting judgments and estimates

6 Months Ended

Jun. 30, 2024

Critical accounting judgments and estimates

Critical accounting judgments and estimates

3Critical accounting judgments and estimates

Property and equipment

6 Months Ended

Jun. 30, 2024

Property and equipment

Property and equipment

4Property and equipment

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Leasehold improvements	498,813	591,525
Furniture, fittings and equipment	87,302	160,168
Property and equipment, net	586,115	751,693

Intangible assets

6 Months Ended

Jun. 30, 2024

Intangible assets

Intangible assets

5Intangible assets


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	Net book value	Net book value
	USD	USD
Licenses (i)	129,052	225,776
	129,052	225,776

Prepaid expenses and other current assets

6 Months Ended

Jun. 30, 2024

Prepaid expenses and other current assets

Prepaid expenses and other current assets

6Prepaid expenses and other current assets


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Withholding tax receivables	903,915	1,219,986
Other assets	481,182	198,275
Refundable deposits	129,765	206,011
Prepaid expenses	2,330	517,922
	1,517,192	2,142,194

Trade and other receivables

6 Months Ended

Jun. 30, 2024

Trade and other receivables

Trade and other receivables

7Trade and other receivables


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Trade receivables	2,598,822	3,991,175
Accrued income	1,970,982	2,001,030
Customer wallet receivables	686,561	715,955
Less: provision for expected credit losses	(1,877,815)	(2,328,308)
	3,378,550	4,379,852

Other receivables	616,248	948,025
	3,994,798	5,327,877

Cash and bank balances

6 Months Ended

Jun. 30, 2024

Cash and bank balances

Cash and bank balances

8Cash and bank balances


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Cash at banks	1,181,878	2,921,086
Cash in hand	391	1,669
	1,182,269	2,922,755

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Cash attributable to continued operations	1,182,269	2,922,755
Cash attributable to discontinued operations	1,521	1,261
	1,183,790	2,924,016

Share capital

6 Months Ended

Jun. 30, 2024

Share capital

Share capital

9Share capital

a. Share capital:

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

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

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

9Share capital (Continued)

a. Share capital: (Continued)

The below table sets out the Group’s share structure during the period ended 30 June 2024 and the year ended 31 December 2023:


	At 30 June 2024		At 31 December 2023
	Authorized	Issued	Authorized	Issued
Class A ordinary shares	20,000,000	9,194,000	20,000,000	6,791,605
Preferred shares	55,000,000	—	55,000,000	—
	75,000,000	9,194,000	75,000,000	6,791,605


	At 30 June 2024		At 31 December 2023
	Number	Share	Number	Share
	of shares	capital	of shares	capital
Issuance of shares to shareholders	7,044,557	17,611	4,642,162	11,605
Issuance of shares to SPAC shareholders	557,960	1,395	557,960	1,395
Conversion of convertible notes	645,018	1,612	645,018	1,612
Issuance of shares to PIPE investors	158,656	397	158,656	397
Other shares	787,809	1,970	787,809	1,970
	9,194,000	22,985	6,791,605	16,979

b. Share premium:


		At 30 June 2024
		Share Premium
Issuance of shares to shareholders		95,129,162
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the period		31,887,125
		433,709,724
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		349,691,503


		At 31 December 2023
		Share Premium
Issuance of shares to shareholders		92,732,811
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the year		31,887,125
		431,313,373
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		347,295,152

Employee share scheme reserve

6 Months Ended

Jun. 30, 2024

Employee share scheme reserve

Employee share scheme reserve

10Employee share scheme reserve

At 30 June 2024, the employee share scheme reserve balance was $ 467,063 (at 31 December 2023: $507,677).

Accounts payable, accruals and other payables

6 Months Ended

Jun. 30, 2024

Accounts payable, accruals and other payables

Accounts payable, accruals and other payables

11Accounts payable, accruals and other payables


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Financial items
Accounts payables	6,778,838	6,812,265
Captain payables	322,652	441,815
Salaries payable	98,612	289,236
Accrued expenses	79,574	205,729
Other payables	101,168	145,818
	7,380,844	7,894,863
Other payables non-current portion	(24,977)	(83,961)
	7,355,867	7,810,902
Non-financial items
Advances from individual customers (e-wallets) (ii)	12,206	18,935
Total accounts payable, accruals and other payables	7,368,073	7,829,837

(i)

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

Deferred purchase price

6 Months Ended

Jun. 30, 2024

Deferred purchase price.

Deferred purchase price

12Deferred purchase price

The movement in the deferred purchase price is as follows:


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Opening balance	1,207,682	7,619,581
Change in fair value	1,669,197	(727,134)
Issuance of shares	(179,060)	(306,936)
Settlements	—	(5,377,829)
Ending balance	2,697,819	1,207,682

12Deferred purchase price (Continued)

The deferred purchase price is detailed as follows:


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Shotl	627,158	627,158
Urbvan	2,041,242	572,799
Door2Door	29,419	7,725
	2,697,819	1,207,682


	(Unaudited)	(Audited)
	At 30 June	At 31 December
Maturity analysis	2024	2023
	USD	USD
Less than one year (current)	2,697,819	1,207,682
	2,697,819	1,207,682

Revenue

6 Months Ended

Jun. 30, 2024

Revenue.

Revenue

13Revenue

Disaggregated revenue information


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Business to business – TaaS	6,001,062	8,194,324
Business to customers – B2C	2,065,946	2,921,689
	8,067,008	11,116,013

Revenue by geographical location


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Egypt	6,636,048	10,389,858
Kingdom of Saudi Arabia	1,430,960	726,155
	8,067,008	11,116,013

Cost of sales

6 Months Ended

Jun. 30, 2024

Cost of sales.

Cost of sales

14Cost of sales


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Captain costs	6,347,514	9,329,612
Captain bonuses	22,045	68,844
Captain deductions	(48,930)	(87,195)
Tolls and fines	2,119	41,367
	6,322,748	9,352,628

General and administrative expenses

6 Months Ended

Jun. 30, 2024

General and administrative expenses

General and administrative expenses

15General and administrative expenses


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Staff costs	3,547,601	1,490,040
Professional fees	763,538	244,135
Technology costs	285,654	458,376
Other expenses	343,754	52,649
Depreciation of property and equipment	130,529	137,519
Rent expense	110,270	55,727
Depreciation of right-of-use assets	92,603	107,039
Insurance	56,755	17,534
Office expenses	54,160	73,207
Travel and accommodation	26,278	19,551
Amortization of intangible assets	19,916	4,628
Outsourced employees	11,761	125,622
Entertainment	8,921	535
	5,451,740	2,786,562

Other expenses

6 Months Ended

Jun. 30, 2024

Other expenses

Other expenses

16	Other expenses


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Listing costs	625,078	2,305,274
	625,078	2,305,274

Other Income

6 Months Ended

Jun. 30, 2024

Other Income.

Other Income

17	Other Income


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Other income	273,088	129,913
Creditor settlements (Note 11)	—	16,637,801
	273,088	16,767,714

Taxes

6 Months Ended

Jun. 30, 2024

Taxes

Taxes

18Taxes

18.1Deferred tax asset


	(Unaudited) For
	the six-month	(Audited) For the
	period ended 30	year ended 31
	June 2024	December 2023
	USD	USD
Deferred tax asset movement

Opening balance	9,468,808	18,708,988
Foreign currency adjustments	(3,364,687)	(5,039,739)
Transfers to assets held for sale	—	(4,241,746)
Income tax benefit	—	41,305
Closing balance	6,104,121	9,468,808

Earnings/(loss) per share

6 Months Ended

Jun. 30, 2024

Earnings/(loss) per share

Earnings/(loss) per share

19Earnings/(loss) per share

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

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


	(Unaudited)	(Unaudited)
	For the six-	For the six-
	month period	month period
	ended 30	ended 30
	June 2024	June 2023
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company	(5,692,847)	3,589,285
Loss from discontinued operations for the period attributable to equity holders of the Parent Company	—	(1,511,817)

Weighted average number of ordinary shares outstanding during the period	8,528,466	6,566,922

Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – basic	(0.67)	0.55

Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – diluted	(0.67)	0.44

Profit/(loss) per share attributable to equity holders of the Parent Company – basic	(0.67)	0.32

Profit/(loss) per share attributable to equity holders of the Parent Company – Diluted	(0.67)	0.25

Related party transactions and balances

6 Months Ended

Jun. 30, 2024

Related party transactions and balances

20Related party transactions and balances

Interest in subsidiaries

20Related party transactions and balances (continued)

Compensation of key management personnel

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


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Compensation and short-term employee benefits	2,196,693	344,355
	2,196,693	344,355

Balances with related parties

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Due to Board members	—	131,523
	—	131,523

Transactions with related parties

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


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Payments made on behalf of the Group	—	556,000
Loan from a related party	—	139,000

Financial instruments by category

6 Months Ended

Jun. 30, 2024

Financial instruments by category

Financial instruments by category

21Financial instruments by category

Financial assets as per statement of financial position


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
At fair value
Sublease receivables	230,984	571,022
At amortised cost
Trade and other receivables	3,994,798	5,327,877
Cash and cash equivalents	1,182,269	2,922,755
	5,408,051	8,821,654

Financial liabilities as per statement of financial position


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Accounts payable, accruals and other payables excluding non-financial items	7,380,844	7,894,863
Deferred purchase price	2,697,819	1,207,682
Lease liabilities	1,322,871	1,662,411
Current tax liabilities	464,134	627,068
Derivative warrant liabilities	85,136	106,420
Due to related parties	—	131,523
	11,950,804	11,629,967

Fair value of financial instruments

6 Months Ended

Jun. 30, 2024

Financial instruments by category

Fair value of financial instruments

22Fair value of financial instruments

●

in the principal market for the asset or liability; or

●

in the absence of a principal market, in the most advantageous market for the asset or liability.

Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly.

Level 3: inputs that are unobservable inputs for the asset or liability.

The carrying amounts of the financial assets and financial liabilities approximate their fair values.

Subsequent events

6 Months Ended

Jun. 30, 2024

Subsequent events

Subsequent events

23Subsequent events

Basis of preparation (Policies)

6 Months Ended

Jun. 30, 2024

Basis of preparation

Going concern

2.1	Going concern

Amended standards adopted by the Group

2.2	Amended standards adopted by the Group

Establishment and operations (Tables)

6 Months Ended

Jun. 30, 2024

Establishment and operations

Summary of Consolidated subsidiaries

Continued operations


	Country of	Legal ownership %				Principal
Company name	incorporation	30-June-24		31-Dec-23		business activities
Swvl Inc.	British Virgin Islands	100	%	100	%	Holding company
Pivotal Merger Sub Company I	Cayman Islands	100	%	100	%	Merger entity
Swvl Global FZE	UAE	100	%	100	%	Headquarters and management activities
Swvl for Smart Transport Applications and Services LLC	Egypt	99.80	%	99.80	%	Providing a technology
						platform to enable
Swvl Saudi for Information Technology	Kingdom of Saudi Arabia	100	%	100	%	passenger transportation

ii)

Discontinued operations


	Country of	Legal ownership %				Principal
Company name	incorporation	30-June-24		31-Dec-23		business activities
Swvl Technologies FZE	UAE	100	%	100	%
Swvl NBO Limited	Kenya	100	%	100	%	Providing a technology
Swvl Technologies Ltd.	Kenya	100	%	100	%	platform to enable
Smart Way Transportation LLC (i)	Jordan	—		—		passenger transportation
Swvl MY For Information Technology SDN BHD	Malaysia	100	%	100	%
Viapool Inc., a direct subsidiary of Swvl Global FZE	Delaware, USA	51	%	51	%	Holding company
Movilidad Digital SAS, a subsidiary of Viapool, Inc.	Argentina	51	%	51	%
Viapool SRL, a subsidiary of Viapool, Inc.	Argentina	51	%	51	%	Providing a technology
Viapool SPA, a subsidiary of Viapool, Inc.	Chile	51	%	51	%	platform to enable
Swvl Brasil Tecnologia LTDA, a subsidiary of Viapool, Inc.	Brazil	51	%	51	%	passenger transportation
Swvl Germany GmbH (formerly “Blitz B22-203 GmbH”), a direct subsidiary of Swvl Inc.	Germany	100	%	100	%	Holding company
Door2Door GmbH, a subsidiary of Swvl Germany GmbH	Germany	100	%	100	%	Providing a technology platform to enable passenger transportation

(i)

Property and equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property and equipment

Summary of net book value of property and equipment


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Leasehold improvements	498,813	591,525
Furniture, fittings and equipment	87,302	160,168
Property and equipment, net	586,115	751,693

Intangible assets (Tables)

6 Months Ended

Jun. 30, 2024

Intangible assets

Summary of intangible assets


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	Net book value	Net book value
	USD	USD
Licenses (i)	129,052	225,776
	129,052	225,776

Prepaid expenses and other current assets (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid expenses and other current assets

Summary of prepaid expenses and other current assets


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Withholding tax receivables	903,915	1,219,986
Other assets	481,182	198,275
Refundable deposits	129,765	206,011
Prepaid expenses	2,330	517,922
	1,517,192	2,142,194

Trade and other receivables (Tables)

6 Months Ended

Jun. 30, 2024

Trade and other receivables

Summary of trade and other receivables


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Trade receivables	2,598,822	3,991,175
Accrued income	1,970,982	2,001,030
Customer wallet receivables	686,561	715,955
Less: provision for expected credit losses	(1,877,815)	(2,328,308)
	3,378,550	4,379,852

Other receivables	616,248	948,025
	3,994,798	5,327,877

Cash and bank balances (Tables)

6 Months Ended

Jun. 30, 2024

Cash and bank balances

Summary of cash and cash equivalents


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Cash at banks	1,181,878	2,921,086
Cash in hand	391	1,669
	1,182,269	2,922,755


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Cash attributable to continued operations	1,182,269	2,922,755
Cash attributable to discontinued operations	1,521	1,261
	1,183,790	2,924,016

Share capital (Tables)

6 Months Ended

Jun. 30, 2024

Share capital

Summary of Group's share structure as though the restructuring took effect retroactively

The below table sets out the Group’s share structure during the period ended 30 June 2024 and the year ended 31 December 2023:


	At 30 June 2024		At 31 December 2023
	Authorized	Issued	Authorized	Issued
Class A ordinary shares	20,000,000	9,194,000	20,000,000	6,791,605
Preferred shares	55,000,000	—	55,000,000	—
	75,000,000	9,194,000	75,000,000	6,791,605


	At 30 June 2024		At 31 December 2023
	Number	Share	Number	Share
	of shares	capital	of shares	capital
Issuance of shares to shareholders	7,044,557	17,611	4,642,162	11,605
Issuance of shares to SPAC shareholders	557,960	1,395	557,960	1,395
Conversion of convertible notes	645,018	1,612	645,018	1,612
Issuance of shares to PIPE investors	158,656	397	158,656	397
Other shares	787,809	1,970	787,809	1,970
	9,194,000	22,985	6,791,605	16,979

b. Share premium:


		At 30 June 2024
		Share Premium
Issuance of shares to shareholders		95,129,162
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the period		31,887,125
		433,709,724
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		349,691,503


		At 31 December 2023
		Share Premium
Issuance of shares to shareholders		92,732,811
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Other shares issued during the year		31,887,125
		431,313,373
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		347,295,152

Accounts payable, accruals and other payables (Tables)

6 Months Ended

Jun. 30, 2024

Accounts payable, accruals and other payables

Summary of accounts payable, accruals and other payables


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Financial items
Accounts payables	6,778,838	6,812,265
Captain payables	322,652	441,815
Salaries payable	98,612	289,236
Accrued expenses	79,574	205,729
Other payables	101,168	145,818
	7,380,844	7,894,863
Other payables non-current portion	(24,977)	(83,961)
	7,355,867	7,810,902
Non-financial items
Advances from individual customers (e-wallets) (ii)	12,206	18,935
Total accounts payable, accruals and other payables	7,368,073	7,829,837

(i)

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

Deferred purchase price (Tables)

6 Months Ended

Jun. 30, 2024

Deferred purchase price.

Summary of movement in the deferred purchase price


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Opening balance	1,207,682	7,619,581
Change in fair value	1,669,197	(727,134)
Issuance of shares	(179,060)	(306,936)
Settlements	—	(5,377,829)
Ending balance	2,697,819	1,207,682

Summary of deferred purchase price and maturity analysis

The deferred purchase price is detailed as follows:


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Shotl	627,158	627,158
Urbvan	2,041,242	572,799
Door2Door	29,419	7,725
	2,697,819	1,207,682


	(Unaudited)	(Audited)
	At 30 June	At 31 December
Maturity analysis	2024	2023
	USD	USD
Less than one year (current)	2,697,819	1,207,682
	2,697,819	1,207,682

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue.

Summary of disaggregated revenue information and revenue by geographical location

Disaggregated revenue information


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Business to business – TaaS	6,001,062	8,194,324
Business to customers – B2C	2,065,946	2,921,689
	8,067,008	11,116,013

Revenue by geographical location


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Egypt	6,636,048	10,389,858
Kingdom of Saudi Arabia	1,430,960	726,155
	8,067,008	11,116,013

Cost of sales (Tables)

6 Months Ended

Jun. 30, 2024

Cost of sales.

Summary of cost of sales


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Captain costs	6,347,514	9,329,612
Captain bonuses	22,045	68,844
Captain deductions	(48,930)	(87,195)
Tolls and fines	2,119	41,367
	6,322,748	9,352,628

General and administrative expenses (Tables)

6 Months Ended

Jun. 30, 2024

General and administrative expenses

Schedule of general and administrative expenses


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Staff costs	3,547,601	1,490,040
Professional fees	763,538	244,135
Technology costs	285,654	458,376
Other expenses	343,754	52,649
Depreciation of property and equipment	130,529	137,519
Rent expense	110,270	55,727
Depreciation of right-of-use assets	92,603	107,039
Insurance	56,755	17,534
Office expenses	54,160	73,207
Travel and accommodation	26,278	19,551
Amortization of intangible assets	19,916	4,628
Outsourced employees	11,761	125,622
Entertainment	8,921	535
	5,451,740	2,786,562

Other expenses (Tables)

6 Months Ended

Jun. 30, 2024

Other expenses

Schedule of other expenses


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Listing costs	625,078	2,305,274
	625,078	2,305,274

Other Income (Tables)

6 Months Ended

Jun. 30, 2024

Other Income.

Schedule of other income


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Other income	273,088	129,913
Creditor settlements (Note 11)	—	16,637,801
	273,088	16,767,714

Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Taxes

Schedule of components of the Group's deferred tax assets


	(Unaudited) For
	the six-month	(Audited) For the
	period ended 30	year ended 31
	June 2024	December 2023
	USD	USD
Deferred tax asset movement

Opening balance	9,468,808	18,708,988
Foreign currency adjustments	(3,364,687)	(5,039,739)
Transfers to assets held for sale	—	(4,241,746)
Income tax benefit	—	41,305
Closing balance	6,104,121	9,468,808

Earnings/(loss) per share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings/(loss) per share

Schedule of computation of basic and dilutive earnings/(loss) from continued operations per share attributable to the Group's ordinary shareholders


	(Unaudited)	(Unaudited)
	For the six-	For the six-
	month period	month period
	ended 30	ended 30
	June 2024	June 2023
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company	(5,692,847)	3,589,285
Loss from discontinued operations for the period attributable to equity holders of the Parent Company	—	(1,511,817)

Weighted average number of ordinary shares outstanding during the period	8,528,466	6,566,922

Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – basic	(0.67)	0.55

Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – diluted	(0.67)	0.44

Profit/(loss) per share attributable to equity holders of the Parent Company – basic	(0.67)	0.32

Profit/(loss) per share attributable to equity holders of the Parent Company – Diluted	(0.67)	0.25

Related party transactions and balances (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of key management personnel of the Group comprise the directors and senior management of the Group


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Compensation and short-term employee benefits	2,196,693	344,355
	2,196,693	344,355

Schedule of balances and transactions with related parties

Balances with related parties

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


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Due to Board members	—	131,523
	—	131,523

Transactions with related parties

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


	(Unaudited) For the six-month
	period ended 30 June
	2024	2023
	USD	USD
Payments made on behalf of the Group	—	556,000
Loan from a related party	—	139,000

Financial instruments by category (Tables)

6 Months Ended

Jun. 30, 2024

Financial instruments by category

Summary of financial assets as per statement of financial position


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
At fair value
Sublease receivables	230,984	571,022
At amortised cost
Trade and other receivables	3,994,798	5,327,877
Cash and cash equivalents	1,182,269	2,922,755
	5,408,051	8,821,654

Summary of financial liabilities as per statement of financial position


	(Unaudited)	(Audited)
	At 30 June	At 31 December
	2024	2023
	USD	USD
Accounts payable, accruals and other payables excluding non-financial items	7,380,844	7,894,863
Deferred purchase price	2,697,819	1,207,682
Lease liabilities	1,322,871	1,662,411
Current tax liabilities	464,134	627,068
Derivative warrant liabilities	85,136	106,420
Due to related parties	—	131,523
	11,950,804	11,629,967

Establishment and operations - Consolidated Subsidiaries (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Swvl Inc.
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Pivotal Merger Sub Company I
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Swvl Global FZE
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Swvl for Smart Transport Applications and Services LLC
Establishment and operations
Percentage of Legal ownership	99.80%	99.80%
Swvl Saudi for Information Technology
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Discontinued operations \| Swvl Technologies FZE
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Discontinued operations \| Swvl NBO Limited
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Discontinued operations \| Swvl Technologies Ltd
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Discontinued operations \| Swvl My For Information Technology SDN BHD
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Discontinued operations \| Viapool Inc
Establishment and operations
Percentage of Legal ownership	51.00%	51.00%
Discontinued operations \| Movilidad Digital SAS
Establishment and operations
Percentage of Legal ownership	51.00%	51.00%
Discontinued operations \| Viapool SRL
Establishment and operations
Percentage of Legal ownership	51.00%	51.00%
Discontinued operations \| Viapool SPA
Establishment and operations
Percentage of Legal ownership	51.00%	51.00%
Discontinued operations \| Swvl Brasil Tecnologia LTDA
Establishment and operations
Percentage of Legal ownership	51.00%	51.00%
Discontinued operations \| Swvl Germany GmbH (formerly "Blitz B22- 203 GmbH"
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%
Discontinued operations \| Door2Door GmbH
Establishment and operations
Percentage of Legal ownership	100.00%	100.00%

Basis of preparation (Details) - USD ($)	6 Months Ended
Basis of preparation (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Basis of preparation
Profit or (Loss) for the period	$ (5,692,847)	$ 2,077,468
Accumulated losses	(335,199,151)		$ (329,506,304)
Operating cash flows	$ (512,887)	$ 2,242,715

Property and equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property and equipment
Property and equipment, net	$ 586,115	$ 751,693
Leasehold improvements
Property and equipment
Property and equipment, net	498,813	591,525
Furniture, fittings and equipment
Property and equipment
Property and equipment, net	$ 87,302	$ 160,168

Intangible assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Intangible assets
Intangible assets	$ 129,052	$ 225,776
Licenses
Intangible assets
Intangible assets	$ 129,052	$ 225,776

Prepaid expenses and other current assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Prepaid expenses and other current assets
Withholding tax receivables	$ 903,915	$ 1,219,986
Other assets	481,182	198,275
Refundable deposits	129,765	206,011
Prepaid expenses	2,330	517,922
Total	$ 1,517,192	$ 2,142,194

Trade and other receivables (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Trade and other receivables
Trade receivables	$ 2,598,822	$ 3,991,175
Accrued income	1,970,982	2,001,030
Customer wallet receivables	686,561	715,955
Less: provision for expected credit losses	(1,877,815)	(2,328,308)
Total	3,378,550	4,379,852
Other receivables	616,248	948,025
Total	$ 3,994,798	$ 5,327,877

Cash and Bank Balances (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Cash and bank balances
Cash at banks	$ 1,181,878	$ 2,921,086
Cash in hand	391	1,669
Total	$ 1,182,269	$ 2,922,755

Cash and Bank Balances - Continued and discontinued operations (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2021
Cash and bank balances
Cash attributable to continued operations	$ 1,182,269	$ 2,922,755
Cash attributable to discontinued operations	1,521	1,261
Total	$ 1,183,790	$ 2,924,016	$ 918,524	$ 2,696,276

Share capital (Details)	Jan. 25, 2023 $ / shares shares	Nov. 18, 2024 $ / shares shares	Jun. 30, 2024 shares	Dec. 31, 2023 shares
Share capital
Par value per share \| $ / shares		$ 0.0025
Number of shares issued		981,211
Restructuring took effect retroactively during the year
Share capital
Number of shares authorized			75,000,000	75,000,000
Number of shares issued			9,194,000	6,791,605
Ordinary shares
Share capital
Number of shares authorized	1
Par value per share \| $ / shares	$ 0.0025
Ordinary shares \| Restructuring took effect retroactively during the year
Share capital
Number of shares authorized	20,000,000
Stock split ratio	25
Par value per share \| $ / shares	$ 0.0001
Number of shares issued	20,000,000
Preferred shares \| Restructuring took effect retroactively during the year
Share capital
Number of shares authorized			55,000,000	55,000,000
Number of shares issued	55,000,000

Share capital - Authorized and Issued (Details) - shares	Nov. 18, 2024	Jun. 30, 2024	Dec. 31, 2023	Jan. 25, 2023
Share capital
Issued	981,211
Restructuring took effect retroactively during the year
Share capital
Authorized		75,000,000	75,000,000
Issued		9,194,000	6,791,605
Class A Ordinary Shares \| Restructuring took effect retroactively during the year
Share capital
Authorized		20,000,000	20,000,000
Issued		9,194,000	6,791,605
Preferred shares \| Restructuring took effect retroactively during the year
Share capital
Authorized		55,000,000	55,000,000
Issued				55,000,000

Share capital - Number of share and share capital (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Share capital
Share capital	$ 22,985	$ 16,979
Restructuring took effect retroactively during the year
Share capital
Number of shares	9,194,000	6,791,605
Share capital	$ 22,985	$ 16,979
Issuance of shares to shareholders \| Restructuring took effect retroactively during the year
Share capital
Number of shares	7,044,557	4,642,162
Share capital	$ 17,611	$ 11,605
Issuance of shares to SPAC shareholders \| Restructuring took effect retroactively during the year
Share capital
Number of shares	557,960	557,960
Share capital	$ 1,395	$ 1,395
Conversion of convertible notes \| Restructuring took effect retroactively during the year
Share capital
Number of shares	645,018	645,018
Share capital	$ 1,612	$ 1,612
Issuance of shares to PIPE investors \| Restructuring took effect retroactively during the year
Share capital
Number of shares	158,656	158,656
Share capital	$ 397	$ 397
Other shares \| Restructuring took effect retroactively during the year
Share capital
Number of shares	787,809	787,809
Share capital	$ 1,970	$ 1,970

Share capital - Share Premium (Details) - USD ($)	6 Months Ended	12 Months Ended
Share capital - Share Premium (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Share capital
Share premium	$ 349,691,503	$ 347,295,152
Fair value of shares earnouts	349,691,503	347,295,152
Restructuring took effect retroactively during the year
Share capital
Share premium	433,709,724	431,313,373
Costs attributable to the issuance of shares in connection with the business combination	(8,467,766)	(8,467,766)
Fair value of shares earnouts	(75,550,455)	(75,550,455)
Issuance of shares to shareholders \| Restructuring took effect retroactively during the year
Share capital
Share premium	95,129,162	92,732,811
Conversion of convertible notes \| Restructuring took effect retroactively during the year
Share capital
Share premium	145,952,505	145,952,505
Issuance of shares to PIPE investors \| Restructuring took effect retroactively during the year
Share capital
Share premium	39,663,603	39,663,603
Recapitalization costs \| Restructuring took effect retroactively during the year
Share capital
Share premium	121,077,329	121,077,329
Other shares issued during the year \| Restructuring took effect retroactively during the year
Share capital
Share premium	$ 31,887,125	$ 31,887,125

Employee share scheme reserve (Details) - USD ($)	6 Months Ended
Employee share scheme reserve (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Employee share scheme reserve
Employee share scheme reserve	$ 467,063		$ 507,677
Reversal of share-based payment transactions with employees	$ 40,614	$ 386,198

Accounts payable, accruals and other payables (Details) - USD ($)

6 Months Ended

Jun. 30, 2023

Jun. 30, 2024

Dec. 31, 2023

Financial items

Accounts payables

$ 6,778,838

$ 6,812,265

Captain payables

322,652

441,815

Salaries payable

98,612

289,236

Accrued expenses

79,574

205,729

Other payables

101,168

145,818

Total

7,380,844

7,894,863

Other payables non-current portion

(24,977)

(83,961)

Accounts payable accruals and other current payables

7,355,867

7,810,902

Non-financial items

Advances from individual customers (e-wallets)

^[1]

12,206

18,935

Total accounts payable, accruals and other payables

$ 7,368,073

$ 7,829,837

Discount received upon immediate settlement of outstanding balances

$ 16,637,801

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

Deferred purchase price - Movement (Details) - USD ($)	6 Months Ended	12 Months Ended
Deferred purchase price - Movement (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Deferred purchase price.
Opening balance	$ 1,207,682	$ 7,619,581
Change in fair value	1,669,197	(727,134)
Issuance of shares	(179,060)	(306,936)
Settlements		(5,377,829)
Ending balance	$ 2,697,819	$ 1,207,682

Deferred purchase price - Maturity analysis (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred purchase price
Deferred purchase price	$ 2,697,819	$ 1,207,682	$ 7,619,581
Less than one year (current)
Deferred purchase price
Deferred purchase price	2,697,819	1,207,682
Shotl
Deferred purchase price
Deferred purchase price	627,158	627,158
Urbvan
Deferred purchase price
Deferred purchase price	2,041,242	572,799
Door2Door
Deferred purchase price
Deferred purchase price	$ 29,419	$ 7,725

Revenue (Details) - USD ($)	6 Months Ended
Revenue (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Revenue
Revenue	$ 8,067,008	$ 11,116,013
Egypt
Revenue
Revenue	6,636,048	10,389,858
Kingdom of Saudi Arabia
Revenue
Revenue	1,430,960	726,155
Business to business - TaaS
Revenue
Revenue	6,001,062	8,194,324
Business to customers - B2C
Revenue
Revenue	$ 2,065,946	$ 2,921,689

Cost of sales (Details) - USD ($)	6 Months Ended
Cost of sales (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Cost of sales.
Captain costs	$ 6,347,514	$ 9,329,612
Captain bonuses	22,045	68,844
Captain deductions	(48,930)	(87,195)
Tolls and fines	2,119	41,367
Cost of sales	$ 6,322,748	$ 9,352,628

General and administrative expenses (Details) - USD ($)	6 Months Ended
General and administrative expenses (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
General and administrative expenses
General and administrative expenses	$ 5,451,740	$ 2,786,562
General and administrative expenses
General and administrative expenses
Staff costs	3,547,601	1,490,040
Professional fees	763,538	244,135
Technology costs	285,654	458,376
Other expenses	343,754	52,649
Depreciation of property and equipment	130,529	137,519
Rent expense	110,270	55,727
Depreciation of right-of-use assets	92,603	107,039
Insurance	56,755	17,534
Office expenses	54,160	73,207
Travel and accommodation	26,278	19,551
Amortization of intangible assets	19,916	4,628
Outsourced employees	11,761	125,622
Entertainment	8,921	535
General and administrative expenses	$ 5,451,740	$ 2,786,562

Other expenses (Details) - USD ($)	6 Months Ended
Other expenses (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Other expenses
Listing costs	$ 625,078	$ 2,305,274
Total other expenses	$ 625,078	$ 2,305,274

Other Income (Details) - USD ($)	6 Months Ended
Other Income (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Other Income.
Other income	$ 273,088	$ 129,913
Creditors settlements		16,637,801
Total other income	$ 273,088	$ 16,767,714

Taxes - Schedule of components of the Group's deferred tax assets (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Deferred tax asset movement:
Opening balance	$ 9,468,808	$ 18,708,988
Foreign currency adjustments	3,364,687	5,039,739
Transfers to assets held for sale		4,241,746
Income tax benefit		41,305
Closing balance	$ 6,104,121	$ 9,468,808

Earnings/(loss) per share - Additional Information (Details) shares in Millions	6 Months Ended
	Jun. 30, 2024 shares
Earnout Shares
Earnings/(loss) per share
Shares have been excluded from the calculation of weighted average shares outstanding	15

Earnings/(loss) per share (Details) - USD ($)	6 Months Ended
Earnings/(loss) per share (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Earnings/(loss) per share
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company	$ (5,692,847)	$ 3,589,285
Loss from discontinued operations for the period attributable to equity holders of the Parent Company		$ (1,511,817)
Weighted average number of ordinary shares outstanding during the period	8,528,466	6,566,922
Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations - basic	$ (0.67)	$ 0.55
Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations - diluted	(0.67)	0.44
Profit/(loss) per share attributable to equity holders of the Parent Company - basic	(0.67)	0.32
Profit/(loss) per share attributable to equity holders of the Parent Company - Diluted	$ (0.67)	$ 0.25

Related party transactions and balances - Schedule of Key management personnel of the Group comprise the directors and senior management of Group (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Related party transactions and balances
Compensation and short-term employee benefits	$ 2,196,693	$ 344,355
Compensation of key management personnel	$ 2,196,693	$ 344,355

Related party transactions and balances - Schedule of Balances with related parties (Details)	Dec. 31, 2023 USD ($)
Related party transactions and balances
Due to related party	$ 131,523
Due to Board members
Related party transactions and balances
Due to related party	$ 131,523

Related party transactions and balances - Schedule of Transactions with related parties (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Payments made on behalf of the Group
Related party transactions and balances
Payments made on behalf of the Group	$ 556,000
Loan from a related party
Related party transactions and balances
Loan from a related party	$ 139,000

Related party transactions and balances - Additional Information (Details)	Dec. 26, 2023 shares
Restricted Stock Units ("RSUs")
Related party transactions and balances
Granted (in shares)	2,315,934

Financial instruments by category - Financial assets as per statement of financial position (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Financial assets as per statement of financial position
Financial assets as per statement of financial position	$ 5,408,051	$ 8,821,654
Financial assets at fair value, class \| Sublease receivables
Financial assets as per statement of financial position
Financial assets as per statement of financial position	230,984	571,022
Financial assets at amortised cost, class \| Trade and other receivables
Financial assets as per statement of financial position
Financial assets as per statement of financial position	3,994,798	5,327,877
Financial assets at amortised cost, class \| Cash and cash equivalents
Financial assets as per statement of financial position
Financial assets as per statement of financial position	$ 1,182,269	$ 2,922,755

Financial instruments by category - Financial liabilities as per statement of financial position (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Financial liabilities
Financial liabilities as per statement of financial position	$ 11,950,804	$ 11,629,967
Accounts payable, accruals and other payables excluding non-financial items
Financial liabilities
Financial liabilities as per statement of financial position	7,380,844	7,894,863
Deferred purchase price
Financial liabilities
Financial liabilities as per statement of financial position	2,697,819	1,207,682
Lease liabilities
Financial liabilities
Financial liabilities as per statement of financial position	1,322,871	1,662,411
Current tax liabilities
Financial liabilities
Financial liabilities as per statement of financial position	464,134	627,068
Derivative warrant liabilities
Financial liabilities
Financial liabilities as per statement of financial position	$ 85,136	106,420
Due to related parties
Financial liabilities
Financial liabilities as per statement of financial position		$ 131,523

Subsequent events (Details) - USD ($) $ / shares in Units, $ in Millions	Nov. 18, 2024	Jun. 30, 2024
Subsequent events
Purchase of ordinary shares	$ 4.7
Number of shares issued	981,211
Par value per share	$ 0.0025
Exercise price of warrant	$ 4.79
Threshold period for warrants that may not be transferred, assigned or sold by the holders after the completion of the Transaction	90 days
Percentage of warrants exercised		78.00%

For the period ended June 30

H1 2023 - H1 2024

($ million)

% Change

Other expenses